Common use of Optional Redemption Clause in Contracts

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 3 contracts

Sources: Sixth Supplemental Indenture (Vmware, Inc.), Fifth Supplemental Indenture (Vmware, Inc.), Fourth Supplemental Indenture (Vmware, Inc.)

Optional Redemption. Prior to July 15, 2034 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption. (3) absent manifest error. Notice of any redemption shall will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 3 contracts

Sources: Sixth Supplemental Indenture (Horton D R Inc /De/), Sixth Supplemental Indenture (Horton D R Inc /De/), Sixth Supplemental Indenture (DRH Regrem LXV, LLC)

Optional Redemption. (Prior to May 1) Except as set forth in clause (2) below, 2007, the Notes shall will be redeemable redeemable, in whole whole, at any time time, or in part part, from time to time, at the Company’s option, prior to option of the Par Call Date, Issuers upon not less than 30 nor more than 60 days' notice at a redemption price as calculated by the Company equal to the greater of: (a) sum of 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest and Liquidated Damages, if any, tothereon to the redemption date and the Make-Whole Amount (as defined in the Indenture). On or after May 1, but excluding2007, the date Notes will be redeemable in whole, at any time or in part, from time to time, at the option of redemption. the Issuers upon not less than 30 nor more than 60 days' notice, at the redemption prices (3expressed as percentages of principal amount) Notice set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, if redeemed during the twelve-month period beginning on May 1, of the following years: Year Percentage ------------------- ---------- 2007 105.313% 2008 102.656% 2009 and thereafter 100.000% If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided that no Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be sent mailed by first class mail at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption for that relates to such Note shall state the Notes will state, among other things, portion of the principal amount of Notes thereof to be redeemed, . A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the redemption price interest and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption priceLiquidated Damages, interest will if any, cease to accrue on any Notes that have been or portions of them called for redemption at (unless the redemption date. If fewer than all of the Notes are Issuers fail to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredeem such Notes).

Appears in 3 contracts

Sources: Indenture (Equistar Funding Corp), Indenture (Equistar Chemicals Lp), Indenture (Lyondell Chemical Co)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 3 contracts

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

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (a1) 100% of the principal amount of the Notes to be being redeemed; or , or (b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.

Appears in 2 contracts

Sources: Indenture (Pepsico Inc), Indenture (Pepsi Bottling Group Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Company, in whole at any time or in part from time to time, at the Companyupon not less than 30 nor more than 60 days’ prior written notice mailed by first class mail to each Holder’s option, prior to the Par Call Date, registered address. The Notes will be redeemable at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; , or (bii) the sum sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of principal and interest thereon that would be due if from the redemption date to May 15, 2011 for the Notes matured on the Par Call Date (to be redeemed, exclusive of interest accrued to the date of redemption)redemption date, discounted from their respective scheduled payment dates to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, as defined in the Indenture, plus 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest and Additional Interest, if any any, on the principal amount being redeemed to, but excluding, to the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed at any timeon a pro rata basis, not more than 45 days prior by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate. If money sufficient to pay the redemption price of and accrued interest on all of the Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, the particular interest will cease to accrue on such Notes (or portions thereof such portion thereof) called for redemption from the outstanding redemption. Notes not previously called shall in denominations larger than $1,000 may be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Appears in 2 contracts

Sources: Fifth Supplemental Indenture (Standard Pacific Corp /De/), Fifth Supplemental Indenture (Standard Pacific Corp /De/)

Optional Redemption. (1) Except The provisions of Article Eleven of the Indenture shall apply to this Note, as set forth in clause (2) belowsupplemented or amended by the following paragraphs. The Notes will be redeemable, at the Notes shall be redeemable Operating Partnership’s sole option, in whole at any time or in part from time to time, at the Company’s option, in each case prior to the Par Call DateSeptember 15, 2026, for cash, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (a1) 100% of the aggregate principal amount of the Notes to be redeemed; redeemed or (b2) an amount equal to the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on to be redeemed, not including any portion of the Par Call Date (exclusive payments of interest accrued to the date of redemption)to, but not including, such Redemption Date, discounted to the date of redemption such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points0.500%, plus, in the each case of clauses (a1) and (b2), accrued and unpaid interest, if any any, on the principal amount being of the Notes to be redeemed to, but excludingnot including, the date of redemption. (2) If the Company elects to redeem such Redemption Date. In addition, at any Notes time on or after the Par Call DateSeptember 15, 2026, the Company shall pay an amount Notes will be redeemable, at the Operating Partnership’s sole option, in whole at any time or in part from time to time, for cash, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, to, but excluding, on the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes to be redeemed at its registered addressto, but not including, such Redemption Date. The notice of redemption for Notwithstanding the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption priceforegoing, interest will cease be payable to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holders of the Notes are on the Regular Record Date applicable to be redeemed at any time, not more than 45 days prior an interest payment date falling on or before such Redemption Date. The following definitions will apply with respect to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.foregoing:

Appears in 2 contracts

Sources: Note (CBL & Associates Limited Partnership), Note Agreement (CBL & Associates Limited Partnership)

Optional Redemption. (1a) Except as set forth The Notes of each series are subject to redemption upon not less than 30 nor more than 60 days notice mailed to each Holder of such Notes to be redeemed at its address appearing in clause (2) belowthe Register, prior to September 15, 2016, with respect to the Notes shall be redeemable in whole 2016 Notes, and July 15, 2021, with respect to the 2021 Notes, at any time in whole or in part from time to timepart, at the Company’s option, prior to election of the Par Call Date, Company at a redemption price as calculated by (the Company “Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be of that series being redeemed; or or (bii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), that series being redeemed discounted to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 basis points, points with respect to the 2016 Notes and 50 basis points with respect to the 2021 Notes; plus, in the case of clauses for (ai) and or (b)ii) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, such Notes to the date of redemption. (2b) Under the procedures set forth above in Section 3.01(a), the Redemption Price payable upon the optional redemption prior to September 15, 2016, with respect to any 2016 Notes, and July 15, 2021, with respect to any 2021 Notes called for redemption shall be determined by calculating the present value at that time of each remaining payment of principal of or interest on such Notes and then totaling those present values. If the Company elects sum of those present values is equal to redeem or less than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be 100% of its principal amount (redemption at par). If the sum of the present values is greater than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be that greater amount (redemption at a premium). In no event may any Notes be redeemed optionally at less than 100% of their principal amount. The Redemption Price will be calculated by the Quotation Agent and the Company, the Trustee and any Paying Agent of the series of Notes to be redeemed will be entitled to rely on such calculation without need for further verification. (c) At any time on or after September 15, 2016, with respect to the Par Call Date2016 Notes and July 15, 2021, with respect to the 2021 Notes, the Company shall pay an amount 2016 Notes and the 2021 Notes, respectively, will be redeemable in whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, to, but excluding, interest on the Notes to be redeemed to the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 2 contracts

Sources: Indenture (DPL Inc), Indenture (Aes Corp)

Optional Redemption. (1) Except The Notes may be redeemed at the option of the Issuer as set forth a whole, or from time to time in clause (2) belowpart, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datematurity, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be so redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal , together in each case with accrued and unpaid interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date fixed for redemption, upon mailing notice of redemption), discounted to the date of such redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not less than 30 nor more than 60 days before prior to the date fixed for redemption date to each Holder the holders of record of Notes at their last addresses as the Notes to same appear on the Register. Such mailing shall be redeemed at its registered addressby first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder receives such notice. In any case, failure to give such notice by mail or any defect in the notices to the holder of any Note designated for redemption shall not affect the validity of the proceedings for the Notes will state, among redemption of any other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption dateNote. If fewer less than all of the Notes are to be redeemed, the Issuer will select (a) by lot or by such other manner as may be prescribed by resolution of the Board of Directors of the Issuer and (b) to the extent Tailor Shareholder, or any Subsidiary thereof, holds Notes, the Issuer shall allow Tailor Shareholder to select, in its sole discretion, the specific Notes then owned by Tailor Shareholder or its Subsidiaries to be redeemed at any time, not more (provided that Tailor Shareholder informs the Issuer no later than 45 days the day prior to the date of such redemption dateof the specific Notes selected for redemption), the particular Notes or portions thereof for redemption from (in integral multiples of $1,000) to be redeemed in a minimum amount of $1,000,000 unless less than $1,000,000 of the Notes remain outstanding in which case all of the Notes not previously called must be redeemed. Upon presentation of any Note redeemed in part only, the Issuer shall be selected execute and deliver to the holder thereof, at the expense of the Issuer, a new Note or Notes of authorized denominations, in accordance with principal amount equal to the procedures unredeemed portion of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumthe Note so presented.

Appears in 2 contracts

Sources: Subordinated Loan Agreement (Masco Corp /De/), Subordinated Loan Agreement (Mascotech Inc)

Optional Redemption. (1) Except as set forth described in clause clauses (2a) and (b) below, the Notes shall be are not redeemable in whole at any time or in part from time to time, at the Company’s option, option prior to their final Stated Maturity. (a) At any time before the Par Call Date, the Company may redeem the Notes at its sole option, at any time in whole or from time to time in part, in principal amounts of $2,000 or any integral multiple of $1,000 in excess thereof, upon not less than 30 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; or redeemed and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be have become due after the redemption date if the such Notes matured on the Par Call Date but for the redemption (exclusive not including any portion of such payments of interest accrued to but not including the date of redemption), redemption date) discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of comprising twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, plus, in the case of clauses (a) and (b)each case, interest accrued and unpaid interest, if any on the amount being redeemed to, Notes to but excluding, not including the redemption date (provided that interest payments due on or prior to the redemption date will be paid to the record Holders of redemptionsuch Notes on the relevant record date). (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes at its sole option, at any time in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus interest accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 thereon to but not more than 60 days before including the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place (provided that interest payments due on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date will be paid to the record Holders of such Notes on the relevant record date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium).

Appears in 2 contracts

Sources: Second Supplemental Indenture (Cimarex Energy Co), First Supplemental Indenture (Cimarex Energy Co)

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall of any series will be redeemable in whole at any time in whole or in part from time to timetime in part at the option of the Obligor, regardless of whether the Notes of any other series are to be redeemed, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (a1) 100% of the principal amount of the Notes to be being redeemed; or , or (b2) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured being redeemed (not including any portion of such payments of interest on the Par Call Date (exclusive of interest Notes accrued to the date of redemption), Redemption Date) from the Redemption Date to the Maturity Date discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 the number of basis points, if any, provided for with respect to such series of Notes being redeemed; plus, in the case of clauses for (a1) and or (b)2) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressto, but not including, the Redemption Date. The Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date and notice thereof shall promptly be given by the Obligor to the Trustee. Any redemption pursuant to this Section 10.07 shall be made pursuant to the provisions of redemption for Section 10.01 through 10.06. Notwithstanding anything in this Section 10.07 to the Notes will state, among other thingscontrary, the amount Obligor may provide pursuant to Section 2.01(1)(v)(j) for optional redemption provisions with respect to a series of Notes to be redeemedin addition to, or in substitution of, the redemption date, the redemption price provision contained in this Section 10.07 and the place or places that payment will be made upon presentation and surrender may provide with respect to a series of Notes for an optional redemption provision identical to be redeemed. Unless the Company defaults provision contained in the payment this Section 10.07 but providing for different definitions of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumterms “Comparable Treasury Issue,” “Comparable Treasury Price,” “Reference Treasury Dealer,” “Reference Treasury Dealer Quotations” and “Treasury Rate.

Appears in 2 contracts

Sources: Indenture (Pepsico Inc), Indenture (Bottling Group LLC)

Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole of either or both series at any time at the option of the Issuer, in whole or in part from time to time, at the Company’s option, prior to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: (a) 100% Redemption Price. If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed; . If all or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount less than all of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes any series are to be redeemed at its registered address. The the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption for (or such shorter period as is satisfactory to the Notes will state, among other things, Trustee) of the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes of any series are to be redeemed at any timeredeemed, not more and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 45 60 days prior to the redemption datedate of redemption, the particular Notes to be redeemed in whole or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Appears in 2 contracts

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

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable in accordance with the provisions of Article 11 of the Base Indenture, except to the extent otherwise provided herein, in whole at any time or in part from time to time, at (i) on or after March 31, 2021 (the Company’s option, "Earliest Redemption Date") or (ii) any time prior to the Par Call DateMaturity Date upon the occurrence of a Tier 2 Capital Event or a Tax Event, at a redemption price as calculated by or if the Company equal is required to register as an investment company pursuant to the greater of: Investment Company Act of 1940, as amended (a15 U.S.C. 80a-1 et seq.); provided that no partial redemption shall be effected (A) 100% unless at least $10 million aggregate principal amount of the Notes shall remain Outstanding after giving effect to such redemption (B) if the principal amount of the Notes shall have been accelerated and such acceleration has not been rescinded, or (C) unless all accrued and unpaid interest shall have been paid in full on all Outstanding Notes terminating on or before the Redemption Date. In addition, the Company may not exercise its right to be redeemed; or redeem any of the Notes prior to the Maturity Date without the prior approval of the Federal Reserve. (b) The Company may, in its discretion from time to time without the sum consent of any Holders of Notes, elect to extend the Earliest Redemption Date applicable to all outstanding Notes to a later date by delivering written notice of such extension to the Trustee, which notice shall specify the new Earliest Redemption Date. Such extension may be elected by the Company one or more times. Once given to the Trustee, a notice of extension of the present values of Earliest Redemption Date may not be revoked or amended by the remaining scheduled payments of principal and interest thereon that would be due if Company, other than by a subsequent notice further extending the Notes matured on the Par Call Earliest Redemption Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemptionlater date. (2c) If the Company elects The Redemption Price for any redemption pursuant to redeem any Notes on or after the Par Call Date, the Company shall pay an amount this Section 3.1 will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, interest to but excluding, excluding the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 2 contracts

Sources: First Supplemental Indenture (BofI Holding, Inc.), First Supplemental Indenture (BofI Holding, Inc.)

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateJune 1, at a redemption price as calculated by 2021, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Third Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Third Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of redemptionthe closing of such Equity Offering. (3c) Notice At any time prior to June 1, 2021, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to be but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after June 1, 2021, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed at its registered address. The during the twelve-month period beginning on June 1 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: 2021 104.313 % 2022 102.875 % 2023 101.438 % 2024 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption for pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Notes will state, among other things, Trustee in writing promptly upon the amount satisfaction of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment any such conditions precedent. (f) Notwithstanding Section 3.03 of the redemption priceBase Indenture, interest will cease to accrue on any Notes that have been called for redemption at shall become due on the redemption date. If fewer than all of the Notes are to be redeemed at any timedate fixed for redemption, not more than 45 days prior subject to the redemption date, satisfaction of any conditions to the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 2 contracts

Sources: Third Supplemental Indenture (WPX Energy, Inc.), Third Supplemental Indenture (WPX Energy, Inc.)

Optional Redemption. (1a) Except The Notes shall be redeemable by the Issuer at the written direction of a Majority of the Interests as set forth follows: (i) the Notes shall be redeemed in clause whole (2with respect to all Classes of Notes) belowbut not in part on any Payment Date after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds or (ii) the Notes shall be redeemed in part by Class from Refinancing Proceeds on any Payment Date after the end of the Non-Call Period as long as the Notes to be redeemed represent not less than the entire Class of such Notes. In connection with any such redemption, the Notes shall be redeemable in whole at any time or in part from time to time, redeemed at the Company’s option, applicable Redemption Prices and a Majority of Interests must provide the above described written direction to the Issuer and the Trustee not later than 45 days (or such shorter period of time (not to be less than 15 days) as the Trustee and the Collateral Manager find reasonably acceptable) prior to the Par Call Date, at a Payment Date on which such redemption price as calculated by the Company equal is to the greater of: (a) 100% of the principal amount of the be made; provided that all Notes to be redeemed; or redeemed must be redeemed simultaneously. (b) Upon receipt of a notice of any redemption of Notes in whole (from the sum Trustee via overnight delivery service) pursuant to Section 9.2(a)(i), the Collateral Manager in its sole discretion shall direct the sale (and the manner thereof) of all or part of the present values of Collateral Obligations and other Assets such that the remaining scheduled payments of principal proceeds from such sale and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, all other funds available for such purpose in the case of clauses (a) Collection Account and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall Payment Account will be sent at least 10 but not more than 60 days before sufficient to pay the redemption date to each Holder of record Redemption Prices of the Notes to be redeemed at its registered addressand to pay all Administrative Expenses (regardless of the Administrative Expense Cap) and Aggregate Collateral Management Fee due and payable under the Priority of Payments. The notice If such proceeds of redemption such sale and all other funds available for such purpose in the Collection Account and the Payment Account would not be sufficient to redeem all Notes and to pay such fees and expenses, the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to may not be redeemed. Unless The Collateral Manager, in its sole discretion, may effect the Company defaults in the payment sale of all or any part of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at Collateral Obligations or other Assets through the redemption date. If fewer than all direct sale of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes such Collateral Obligations or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price other Assets or premiumby participation or other arrangement.

Appears in 2 contracts

Sources: Indenture (NewStar Financial, Inc.), Indenture (NewStar Financial, Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior Prior to the Par Call Date, the Notes are redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a redemption price as calculated by the Company equal to the greater of: (ai) 100% of the principal amount of the Notes to be redeemed; or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to to, but excluding, the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem At any Notes time on or after the Par Call Date, the Company shall pay an amount Notes are redeemable, at the option of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus accrued and unpaid interest to, plus but excluding, the Redemption Date. (c) The Company shall deliver to the Trustee an Officers’ Certificate with respect to the actual redemption price of the Notes in connection with a redemption under Section 3.03(a), including the applicable Treasury Rate, which the Company will calculate, or cause to be calculated, on the third Business Day preceding the Redemption Date. (d) Notwithstanding the foregoing, in connection with any tender offer for, or other offer to purchase, the Notes, including a Change of Control Offer, if Holders of not less than 90% of the aggregate principal amount of the Outstanding Notes are validly tendered and not withdrawn in such tender offer (or Change of Control Offer or other offer to purchase) and the Company (or the third party making the Change of Control Offer) purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the expiration date of such tender offer (or Change of Control Offer or other offer to purchase), to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or Change of Control Offer or other offer to purchase), plus, to the extent not included in the tender payment (or payment pursuant to the Change of Control Offer or other offer to purchase), accrued and unpaid interest, if any, on the Notes that remain Outstanding to, but excluding, the date Redemption Date (subject to the right of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before Holders on the redemption relevant record date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place receive interest due on an interest payment date that has accrued on or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumRedemption Date).

Appears in 2 contracts

Sources: Indenture (EnLink Midstream, LLC), Indenture (EnLink Midstream Partners, LP)

Optional Redemption. (1a) Except as set forth in clause (2) belowAt any time, the Notes shall be redeemable in whole at any time or in part and from time to time, at on or after the first Business Day that is five years after the Issue Date, the Company shall have the right, subject to applicable law, to redeem the Preferred Stock, in whole or in part (but in no event less than 100,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock any such Holder owns is less than 100,000 shares, then all of such shares), from any source of funds legally available for such purpose. Any redemption by the Company pursuant to this Section 7 shall be subject to compliance with the provisions of the TRC Credit Agreement and any other agreements governing the Company’s optionfuture or existing outstanding indebtedness. Any such redemption shall occur on a date set by the Company in its sole discretion (the “Optional Redemption Date”). (b) Subject to applicable law, the Company shall effect any such redemption pursuant to this Section 7 by paying cash for each share of Preferred Stock to be redeemed in an amount equal to the Liquidation Preference (including, for the avoidance of doubt, any Accrued Dividends added to the Liquidation Preference in accordance with Section 3(d)), multiplied by, if on or prior to the Par Call sixth anniversary of the Issue Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100110%, and, if thereafter, 105% for such share of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured Preferred Stock on the Par Call such Optional Redemption Date (exclusive of interest accrued to the date of redemption“Optional Redemption Price”), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2c) The Company shall give notice of its election to redeem the Preferred Stock pursuant to this Section 7 not less than 15 days and not more than 60 days before the scheduled Optional Redemption Date, to the Holders of Preferred Stock as such Holders’ names appear (as of the close of business on the Business Day next preceding the day on which notice is given) on the books of the Transfer Agent at the address of such Holders shown therein. Such notice (the “Optional Redemption Notice”) shall state: (i) the Optional Redemption Date, (ii) the number of shares of Preferred Stock to be redeemed from such Holder, (iii) the Optional Redemption Price and (iv) the place where any shares of Preferred Stock in certificated form are to be redeemed and shall be presented and surrendered for payment of the applicable Redemption Price therefor. (d) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are outstanding shares of Preferred Stock pursuant to this Section 7, the number of shares of Preferred Stock to be redeemed at any timeshall be determined by the Company, provided the number of shares of Preferred Stock to be redeemed pursuant an election pursuant to this Section 7 shall not more be less than 45 days prior 100,000 shares of Preferred Stock or, if the aggregate amount of shares of Preferred Stock outstanding is less than 100,000 shares, then all of such shares, and provided that the Preferred Stock is redeemed on a pro rata basis across all Holders based on their respective ownership of Preferred Stock. The shares of Preferred Stock not redeemed shall remain outstanding. (e) If the Company gives an Optional Redemption Notice, the Company shall deposit with the Paying Agent funds sufficient to redeem the shares of Preferred Stock as to which such Optional Redemption Notice shall have been given, no later than the open of business on the Optional Redemption Date, and the Company shall give the Paying Agent irrevocable instructions and authority to pay the applicable Redemption Price to the Holders to be redeemed upon surrender or deemed surrender of the Certificates therefor as set forth in the Optional Redemption Notice. If the Optional Redemption Notice shall have been given, then from and after the Optional Redemption Date, unless the Company defaults in providing funds sufficient for such redemption dateat the time and place specified for payment pursuant to the Optional Redemption Notice, all dividends on such shares of Preferred Stock to be redeemed shall cease to accrue and all other rights with respect to the particular Notes or portions shares of Preferred Stock to be redeemed, including the rights, if any, to receive notices, will terminate, except only the rights of Holders thereof for redemption to receive the Optional Redemption Price. The Company shall be entitled to receive from the outstanding Notes not previously called shall be selected in accordance Paying Agent the interest income, if any, earned on such funds deposited with the procedures Paying Agent (to the extent that such interest income is not required to pay the Optional Redemption Price of DTC. The Trustee the shares of Preferred Stock to be redeemed), and the holders of any shares of Preferred Stock so redeemed shall have no obligation claim to calculate any such interest income. Any funds deposited with the Paying Agent hereunder by the Company for any reason, including redemption price of shares of Preferred Stock, that remain unclaimed or premiumunpaid after two years after the Optional Redemption Date or other payment date, shall be, to the extent permitted by applicable law, repaid to the Company upon its written request, after which repayment the Holders entitled to such redemption or other payment shall have recourse only to the Company. Notwithstanding any Optional Redemption Notice, there shall be no redemption of any shares of Preferred Stock called for redemption until funds sufficient to pay the full Optional Redemption Price of such shares shall have been deposited by the Company with the Paying Agent.

Appears in 2 contracts

Sources: Series a Preferred Stock Purchase Agreement (Targa Resources Corp.), Purchase Agreement (Targa Resources Corp.)

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time prior to November 24, 2035 (three months prior to their maturity) (such date, the “Par Call Date”), at any time in whole or in part from time to timetime in part, in each case at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Rate, plus 50 15 basis points, less interest accrued to the redemption date, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any, to but excluding the redemption date. In addition, at any on the amount being redeemed totime and from time to time, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount may redeem the Notes at their option at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, to but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at excluding the redemption date. If fewer than all Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant record date according to the Notes are and the Indenture. (b) Except pursuant to the preceding paragraphs, the Notes will not be redeemed redeemable at any time, not more than 45 days the Company’s option prior to the applicable Par Call Date. Any redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called pursuant to this Section 5 shall be selected in accordance with made pursuant to the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.07 of the Indenture.

Appears in 2 contracts

Sources: Indenture (Rollins Inc), Indenture (Rollins Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 30 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to [•], the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or , and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption), applicable Redemption Date) discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 50 [ • ] basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption. (2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date[•], the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 2 contracts

Sources: Indenture (OHI Healthcare Properties Limited Partnership), Indenture (OHI Asset (AR) Pocahontas, LLC)

Optional Redemption. Prior to September 15, 2030 (1) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities at its option, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company equal to the greater of: a (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes redemption date (assuming the Securities matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints (0.200%) less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount may redeem the Securities, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interestinterest thereon to the redemption date. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, if any, to, but excluding, the date of redemption. (3) absent manifest error. Notice of any redemption shall will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record Securities to be redeemed. In the case of a partial redemption, selection of the Notes Securities for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Securities of a principal amount of $2,000 or less will be redeemed in part. If any Security is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Security will state, among other things, state the portion of the principal amount of Notes the Security to be redeemed. A new Security in a principal amount equal to the unredeemed portion of the Security will be issued in the name of the Holder of the Security upon surrender for cancellation of the original Security. For so long as the Securities are held by DTC (or another Depositary), the redemption date, of the redemption price Securities shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 2 contracts

Sources: Eighth Supplemental Indenture (Horton D R Inc /De/), Eighth Supplemental Indenture (Horton D R Inc /De/)

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateJune 15, at a redemption price as calculated by 2023, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Sixth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Sixth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (c) At any time prior to June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after June 15, 2023, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: 2023 102.938 % 2024 101.469 % 2025 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Trustee in writing promptly upon the satisfaction of any such conditions precedent. (f) Notwithstanding Section 3.03 of the Base Indenture, Notes called for redemption shall become due on the date fixed for redemption, subject to the satisfaction of any conditions to the redemption. (3g) Notice Notwithstanding Section 3.02 of the Base Indenture, notice of redemption pursuant to this Section 3.01 shall be sent delivered at least 10 but 15 and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof date fixed for redemption from to the outstanding Notes not previously called shall be selected in accordance with holders of the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumNotes.

Appears in 2 contracts

Sources: Supplemental Indenture (WPX Energy, Inc.), Supplemental Indenture (WPX Energy, Inc.)

Optional Redemption. (1a) Except as The Notes may be redeemed at the option of the Company pursuant to the terms set forth in (b), (c) and (d) below. With respect to a redemption pursuant to clause (2c) below, the Company shall give the Trustee notice of the related Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption Price. Except as otherwise provided in this Article 3, Notes shall be redeemable redeemed in whole at accordance with the provisions of Article 3 of the Base Indenture. (b) At any time or in part from time to time, at the Company’s option, prior to the Par Call DateOctober 15, at a redemption price as calculated by 2022, the Company equal may, on any one or more occasions, redeem up to the greater of: (a) 10035% of the aggregate principal amount of the Notes to be redeemed; or (bincluding any Additional Notes) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)issued under this Fourth Supplemental Indenture, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, upon notice as provided in the case of clauses (a) and (b)Indenture, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount at a Redemption Price equal to 100105.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, toto but excluding the Redemption Date (subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), with an amount of cash not greater than the net cash proceeds of one or more Equity Offerings, provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under this Fourth Supplemental Indenture on the date hereof (including any Additional Notes but excluding, excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of redemptionthe closing of such Equity Offering. (3c) Notice At any time prior to October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at a Redemption Price equal to 100% of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record principal amount of the Notes redeemed, plus the Applicable Premium, and accrued and unpaid interest, if any, to be but excluding the Redemption Date, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date. (d) On or after October 15, 2022, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon notice as provided in the Indenture, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to but excluding the applicable Redemption Date, if redeemed at its registered address. The during the twelve-month period beginning on October 15 of the years indicated below, subject to the rights of holders of Notes on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date: Year Percentage 2022 102.625 % 2023 101.750 % 2024 100.875 % 2025 and thereafter 100.000 % (e) Notwithstanding Section 3.02 of the Base Indenture, notice of redemption for pursuant to this Section 3.01 may be conditioned on one or more conditions precedent specified in such notice. The Company shall notify the Notes will state, among other things, Trustee in writing promptly upon the amount satisfaction of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment any such conditions precedent. (f) Notwithstanding Section 3.03 of the redemption priceBase Indenture, interest will cease to accrue on any Notes that have been called for redemption at shall become due on the redemption date. If fewer than all of the Notes are to be redeemed at any timedate fixed for redemption, not more than 45 days prior subject to the redemption date, satisfaction of any conditions to the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 2 contracts

Sources: Fourth Supplemental Indenture (WPX Energy, Inc.), Fourth Supplemental Indenture (WPX Energy, Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Secured Notes shall be redeemable by the Issuer (x) (i) in whole (with respect to all Classes of Secured Notes) but not in part on any Business Day after the end of the Non-Call Period from Sale Proceeds and/or Refinancing Proceeds if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager) or (ii) in part by Class from Refinancing Proceeds on any Business Day after the end of the Non-Call Period if directed in writing by the Collateral Manager or a Majority of the Subordinated Notes (with the consent of the Collateral Manager), as long as the Secured Notes to be redeemed represent not less than the entire Class of such Secured Notes or (y) in whole (with respect to all Classes of Secured Notes) but not in part from Sale Proceeds on any Business Day following the end of the Non-Call Period if the Collateral Principal Amount is less than 15% of the Target Initial Par Amount and if directed in writing by the Collateral Manager (each such redemption referred to in clause (y), a “Clean-Up Call Redemption” and, together with each redemption referred to in clause (x), an “Optional Redemption”). In connection with any such redemption, the Secured Notes to be redeemed shall be redeemed at the applicable Redemption Prices (subject, in the case of an Optional Redemption of the Secured Notes, to the right of Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes pursuant to Section 9.2(h)) and the Person or Persons entitled to give the above described written direction must provide the above described written direction to the Issuer and the Trustee not later than 14 Business Days (or such shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable) prior to the date on which such redemption is to be made; provided that, all Secured Notes to be redeemed must be redeemed simultaneously. Any such redemption must comply with the procedures described in Section 9.4. Notwithstanding anything to the contrary herein, an Optional Redemption or a Clean-Up Call Redemption may occur on any Business Day following the end of the Reinvestment Period. (b) The Subordinated Notes may redeemed, in whole but not part, on any Business Day on or after the redemption or repayment in full of the Secured Notes, at the direction of a Majority of the Subordinated Notes. (c) The Secured Notes may be redeemed in whole from Refinancing Proceeds and/or Sale Proceeds as provided in Section 9.2(a)(x)(i) or Section 9.2(a)(y) or in part by Class from time Refinancing Proceeds as provided in Section 9.2(a)(x)(ii) by a Refinancing; provided that, the terms of such Refinancing and any financial institutions acting as lenders thereunder or purchasers thereof must be acceptable to time(x) the Collateral Manager (including any requirements of the U.S. Risk Retention Rules and/or the Securitization Laws triggered by such Refinancing) and (y) if the Subordinated Notes directed such Refinancing, a Majority of the Subordinated Notes, and such Refinancing otherwise satisfies the conditions described below. Prior to effectuating any Refinancing, the Issuer shall, in relation to such Refinancing, provide notice to each Rating Agency. (d) In the case of a Refinancing upon a redemption of the Secured Notes in whole but not in part pursuant to Section 9.2(a), such Refinancing will be effective only if (I) the Collateral Manager has certified to the Trustee and the Issuer in writing that (i) the Refinancing Proceeds and all other available funds (including, without limitation, any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and the proceeds of any Contribution) will be at least sufficient to redeem simultaneously the Secured Notes then required to be redeemed, in whole but not in part at the Company’s option, prior Redemption Price thereof (subject to the Par Call Date, at a redemption price as calculated any election by the Company equal to the greater of: (a) Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes to receive less than 100% of the Redemption Price pursuant to Section 9.2(h)), (ii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (iii) the Refinancing Proceeds, the Sale Proceeds, if any, and other available funds are used (to the extent necessary) to make such redemption and (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i) or (II) the Distribution Report prepared and delivered in respect of the scheduled Redemption Date indicates the payment in full on such Redemption Date from Refinancing Proceeds and all other available funds of (A) all Administrative Expenses payable under the Priority of Payments (regardless of the Administrative Expense Cap), (B) all accrued and unpaid amounts (if any) due to any Hedge Counterparty, (C) all accrued and unpaid Collateral Management Fees and (D) the applicable Redemption Prices of the Secured Notes. (e) In the case of a Refinancing upon a redemption of the Secured Notes in part by Class pursuant to Section 9.2(a), such Refinancing will be effective only if the Collateral Manager has certified to the Trustee and the Issuer in writing that: (i) notice has been provided to each Rating Agency, (ii) the Refinancing Proceeds and all other available amounts (including, without limitation, the proceeds of any Contribution, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable) will be at least sufficient to pay in full the aggregate Redemption Prices of the entire Class or Classes of Secured Notes subject to Refinancing, (iii) the Refinancing Proceeds are used (to the extent necessary) to make such redemption, (iv) the agreements relating to the Refinancing contain limited recourse and non-petition provisions equivalent (mutatis mutandis) to those contained in Section 13.1(d) and Section 2.7(i), (v) the principal amount of the Refinancing Obligations for each redeemed Class is equal to the Aggregate Outstanding Amount of the Notes of such Class being redeemed with the proceeds of such obligations, (vi) the stated maturity of each class of the Refinancing Obligations is no earlier than the corresponding Stated Maturity of each Class of Secured Notes being refinanced, (vii) the reasonable fees, costs, charges and expenses incurred in connection with such Refinancing have been paid or will be adequately provided for on or prior to the second Payment Date immediately following such Refinancing (provided that, such payment will not be subject to the Administrative Expense Cap) from (x) the Refinancing Proceeds, (y) any amounts on deposit in, or to be redeemed; deposited into, the Supplemental Reserve Account that are designated to pay fees, costs, charges and expenses incurred in connection with such Refinancing and (z) all other available amounts, including the proceeds of Contributions, Interest Proceeds available pursuant to the Priority of Payments and Partial Redemption Interest Proceeds, as applicable (it being understood that expenses owed to Persons that the Collateral Manager informs the Trustee will be paid solely as Administrative Expenses may be paid as Administrative Expenses on or after the applicable Redemption Date in compliance with the Priority of Payments and Article X), (bviii) (x) the sum of spread over the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date Benchmark (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plusor, in the case of clauses a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations providing the Refinancing Proceeds to redeem any Class of Secured Notes does not exceed the spread over the Benchmark (aor, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of such Class of Secured Notes being redeemed or (y) the Global Rating Agency Condition is satisfied and the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) with respect to the Refinancing Obligations does not exceed the weighted average spread over the Benchmark (or, in the case of a Refinancing of the Fixed Rate Notes, the Interest Rate) of the Class (or Classes, as applicable) of Secured Notes being refinanced, (ix) the Refinancing Obligations are subject to the Priority of Payments and do not rank higher in priority pursuant to the Priority of Payments than the Class of Secured Notes being refinanced, (x) such redemption is conducted using only Refinancing Proceeds and amounts otherwise provided for such purpose under this Indenture (including, but not limited to, amounts on deposit in the Supplemental Reserve Account) and not with Sale Proceeds, (bxi) the voting rights, consent rights, redemption rights and all other rights of the Refinancing Obligations are the same as the rights of the Class of Secured Notes being refinanced (except that, at the Issuer’s election, the Non-Call Period with respect to the Refinancing Obligations may be extended as it applies to a subsequent Refinancing in part by Class or Re-Pricing), accrued and unpaid interest(xii) Tax Advice is delivered to the Issuer (with a copy to the Trustee), if any on in form and substance satisfactory to the amount being redeemed toCollateral Manager, but excluding, to the date of redemptioneffect that such Refinancing will not result in the Issuer becoming subject to U.S. federal income tax with respect to its net income. (2f) If The Holders of the Company elects to redeem Subordinated Notes will not have any Notes on or after cause of action against any of the Par Call DateIssuer, the Company Collateral Manager, the Collateral Administrator or the Trustee for any failure to obtain a Refinancing. If a Refinancing is obtained meeting the requirements specified above as certified by the Collateral Manager, the Issuer and the Trustee shall pay an amount equal amend this Indenture to 100% the extent necessary to reflect the terms of the principal amount Refinancing and no further consent for such amendments shall be required from the Holders of Notes other than the Holders of the Subordinated Notes directing the redemption (if any). The Trustee shall not be obligated to enter into any amendment that, in its view, adversely affects its duties, obligations, liabilities or protections hereunder, and the Trustee shall be entitled to conclusively rely upon an Officer’s certificate or Opinion of Counsel as to matters of law (which may be supported as to factual (including financial and capital markets) matters by any relevant certificates and other documents necessary or advisable in the judgment of counsel delivering such Opinion of Counsel) provided by the Issuer to the effect that such amendment meets the requirements specified above and is permitted under this Indenture without the consent of the Holders of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place except that such Officer or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee counsel shall have no obligation to calculate certify or opine as to the sufficiency of the Refinancing Proceeds, or the sufficiency of any Accountants’ Report required pursuant to Section 7.18). (g) In the event of any redemption price pursuant to this Section 9.2, the Issuer shall, at least 14 Business Days prior to the Redemption Date (or premiumsuch shorter period of time as the Trustee and the Collateral Manager find reasonably acceptable), notify the Trustee in writing of such Redemption Date, the applicable Record Date, the principal amount of Secured Notes to be redeemed on such Redemption Date and the applicable Redemption Prices; provided that, failure to effectuate any Optional Redemption which is withdrawn by the Issuer in accordance with this Indenture or with respect to which a Refinancing fails to occur shall not constitute an Event of Default. (h) In connection with any Optional Redemption of the Secured Notes, Holders of 100% of the Aggregate Outstanding Amount of any Class of Secured Notes may elect to receive less than 100% of the Redemption Price that would otherwise be payable to the Holders of such Class of Secured Notes.

Appears in 2 contracts

Sources: Indenture (Apollo Debt Solutions BDC), Indenture (Apollo Debt Solutions BDC)

Optional Redemption. (1) Except as set forth in clause (2) below, the The Notes shall will be redeemable at the option of the Issuer, in whole or in part, at any time or in part time, and from time to time, at upon not less than 15 days’ nor more than 60 days’ notice. If the Company’s option, Notes are redeemed prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price will be equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or , and (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption)applicable Redemption Date) assuming that such Notes matured, and that interest on such Notes was payable, on the Par Call Date, discounted to the date of redemption such Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 50 30 basis pointspoints (the “Applicable Premium”), plus, in the each case of clauses (a) and (b)) above, accrued and unpaid interest thereon to, but not including, the applicable Redemption Date; provided, however, that if the Redemption Date falls after the Record Date and on or prior to the corresponding Interest Payment Date, the Issuer will pay the full amount of accrued and unpaid interest, if any any, on such Interest Payment Date to the Holder of Notes at the close of business on the amount being redeemed to, but excluding, corresponding Record Date (instead of the date of holder surrendering its Notes for redemption. (2) ). If the Company elects to redeem any Notes are redeemed on or after the Par Call Date, the Company shall pay an amount Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionsuch Redemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 2 contracts

Sources: Indenture (Omega Healthcare Investors Inc), Indenture (OHI Healthcare Properties Limited Partnership)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Issuer may redeem all or, the Notes shall be redeemable in whole at any time or in part from time to time, a part of the Notes, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes plus accrued interest to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be redeemed; or (b) the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive being redeemed not including any portion of such payment of interest accrued to on the date of redemption), from the redemption date to the maturity date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and ; over (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, plus the accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but excludingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the date of redemption. (3) Notice of Trustee will select the Notes for redemption shall be sent at least 10 but not more than 60 days before in compliance with the redemption date to each Holder of record requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then by lot, on a pro rata basis, or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $75,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for relating to that Note will state the Notes will state, among other things, portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes thereof to be redeemed. Unless A new Note in principal amount equal to the Company defaults unredeemed portion thereof will be issued and delivered to the Trustee, or in the payment case of Definitive Notes, issued in the name of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holder thereof upon cancellation of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumoriginal Note.

Appears in 2 contracts

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

Optional Redemption. (1i) Except as set forth in clause (2) belowThe Series E Preferred Units may not be redeemed prior to September 3, 2004. On or after such date, subject to the terms and conditions of any Parity Preferred Stock or any Parity Units, the Notes Partnership shall be redeemable have the right to redeem the Series E Preferred Units, in whole at any time or in part part, from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 30 nor more than 60 written days' notice, at a redemption price price, payable in cash, equal to the Capital Account balance of such holders of Series E Preferred Units (the "Redemption Price"); provided; however that such redemption shall not be permitted if such Redemption Price shall be less than the original Capital Contribution of such Partner and the cumulative Priority Return to the redemption date to the extent not previously distributed. (ii) Except in connection with a liquidation, dissolution, winding-up or termination of the Partnership as calculated described under "Liquidation" above, the Redemption Price of the Series E Preferred Units (other than the portion thereof consisting of accumulated but unpaid distributions) will be payable solely out of the sale proceeds of capital stock of the Company, which will be contributed by the Company equal to the greater of: (a) 100% Partnership as an additional capital contribution, or out of the principal amount sale proceeds of limited partner interests of the Notes to be redeemed; or (b) the sum Partnership and from no other source. For purposes of the present values preceding sentence, "capital stock" means any equity securities (including Common Stock and Preferred Stock (as such terms are defined in the Charter)), shares, participation or other ownership interests (however designated) and any rights (other than debt securities convertible into or exchangeable for equity securities) or options to purchase any of the remaining scheduled payments foregoing. Unless previously redeemed, the Series E Preferred Units will be redeemed for cash upon termination of principal and interest thereon that would the Partnership. Unless sooner dissolved, the Partnership will terminate on December 31, 2054. The Series E Preferred Units will not be due if subject to any sinking fund. (iii) If the Notes matured Partnership gives a notice of redemption in respect of Series E Preferred Units (which notice will be irrevocable) then, by 12:00 noon, New York City time, on the Par Call Date redemption date, the Partnership will deposit irrevocably in trust for the benefit of the Series E Preferred Units being redeemed funds sufficient to pay the applicable Redemption Price and will give irrevocable instructions and authority to pay such Redemption Price to the holders of the Series E Preferred Units. If the Series E Preferred Units are evidenced by a certificate and if fewer than all Series E Preferred Units evidenced by any certificate are being redeemed, a new certificate shall be issued upon surrender of the certificate evidencing all Series E Preferred Units, evidencing the unredeemed Series E Preferred Units without cost to the holder thereof. On and after the date of redemption, distributions will cease to accumulate on the Series E Preferred Units or portions thereof called for redemption, unless the Partnership defaults in the payment thereof. If any date fixed for redemption of Series E Preferred Units is not a Business Day, then payment of the Redemption Price payable on such date will be made on the next succeeding day that is a Business Day (exclusive and without any interest or other payment in respect of interest accrued any such delay) except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date fixed for redemption. If payment of the Redemption Price in respect of the Series E Preferred Units is improperly withheld or refused and not paid by the Partnership, distributions on such Series E Preferred Units will continue to accumulate from the original redemption date to the date of redemption)payment, discounted to in which case the actual payment date will be considered the date fixed for redemption for purposes of redemption on a semi-annual basis calculating the applicable Redemption Price. If fewer than all the Series E Preferred Units are to be redeemed, the Series E Preferred Units to be redeemed shall be selected pro rata (assuming a 360-day year consisting of twelve 30-day monthsas nearly as practicable without creating fractional units). (iv) at The Partnership may not redeem fewer than all the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued outstanding Series E Preferred Units unless all accumulated and unpaid interest, if any distributions have been paid on the amount being redeemed to, but excluding, all Series E Preferred Units for all quarterly distribution periods terminating on or prior to the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3v) Notice of redemption shall will be sent at least 10 but (i) faxed, and (ii) mailed by the Partnership, postage prepaid, not less than 30 nor more than 60 days before prior to the redemption date date, addressed to each Holder the respective holders of record of the Notes Series E Preferred Units to be redeemed at its registered addresstheir respective addresses as they appear on the transfer records of the Partnership. The No failure to give or defect in such notice shall affect the validity of redemption the proceedings for the Notes will redemption of any Series E Preferred Units except as to the holders to whom notice was defective or not given. Each notice shall state, among other things, the amount of Notes to be redeemed, : (i) the redemption date, (ii) the redemption price and Redemption Price, (iii) the aggregate number of Series E Preferred Units to be redeemed; (iv) the place or places where the Series E Preferred Units are to be surrendered for payment of the Redemption Price; (v) that distributions on the Series E Preferred Units to be redeemed will cease to accumulate on such redemption date and (vi) that payment of the Redemption Price will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption datesuch Series E Preferred Units. If fewer than all of the Notes Series E Preferred Units held by any holder are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Notes or portions thereof for redemption notice mailed to such holder shall also specify then number of Series E Preferred Units to be redeemed from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch holder.

Appears in 2 contracts

Sources: Fifth Amendment to the First Amended and Restated Agreement of Limited Partnership (Essex Property Trust Inc), Fifth Amendment to First Amended and Restated Agreement of Limited Partnership (Essex Portfolio Lp)

Optional Redemption. Prior to April 6, 2028 (1one month prior to the maturity date of the Securities) Except as set forth in clause (2) belowthe “Par Call Date”), the Notes shall be redeemable Company may redeem the Securities, in whole or in part, in €1,000 increments (provided that any remaining principal amount thereof will be at least the minimum authorized denomination thereof) at its option at any time or in part and from time to time (any such time, at the Company’s option, prior to the Par Call a “Make-Whole Redemption Date”), at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (bi) the sum of the present values of the remaining scheduled payments of principal and interest thereon in respect of such Securities to be redeemed due on any date after such Make-Whole Redemption Date, assuming that would be due if the Notes Securities matured on the Par Call Date (exclusive based on the original interest rate and excluding the portion of interest that will be accrued and unpaid to the date of redemption), and including such Make-Whole Redemption Date) discounted to the date of redemption such Make-Whole Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury Comparable Government Bond Rate plus 50 15 basis points, and (ii) 100% of the principal amount of the Securities to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed thereon to, but excluding, such Make-Whole Redemption Date. The Company’s actions and determinations in determining the date of redemption. (2) If the Company elects to redeem any Notes redemption price hereunder shall be conclusive and binding for all purposes, absent manifest error. In addition, on or after the Par Call Date, the Company shall pay an may redeem the Securities, in whole or in part, in €1,000 increments (provided that any remaining principal amount thereof will be at least the minimum authorized denomination thereof), at its option at any time and from time to time (any such time, a “Par Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes Securities being redeemed, plus accrued and unpaid interest, if any, interest thereon to, but excluding, such Par Redemption Date. Notwithstanding Section 3.02(b) of the date Base Indenture or any provisions in the Second Supplemental Indenture, if the Company elects to redeem a portion but not all of redemption. (3) Notice the Securities, the Trustee will select the Securities to be redeemed by such method as it deems fair and appropriate and in accordance with the applicable procedures of the depositary or the paying agent. Notices of redemption shall be sent mailed or electronically delivered (or otherwise transmitted in accordance with the applicable procedures of Clearstream and Euroclear) at least 10 days but not more than 60 days before the redemption date to each Holder of record holder of the Notes Securities to be redeemed at its registered addressredeemed. The Any redemption or notice of redemption for delivered pursuant to the Notes will stateterms of the Securities and the Base Indenture, among other thingsas supplemented by the Second Supplemental Indenture, may, at the amount Company’s discretion, be subject to the satisfaction of Notes to be redeemedone or more conditions precedent established by the Company in its discretion and, at the Company’s discretion, the redemption date, 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 the redemption price date may not occur at all and such notice may be rescinded if all such conditions shall not have been satisfied (or waived by the place or places that payment will be made upon presentation and surrender of Notes to be redeemedCompany in its sole discretion). Unless the Company defaults in the payment of the redemption priceprice on and after the redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes Securities or portions thereof called for redemption. If any redemption date would otherwise be a day that is not a Business Day, the related payment of principal and interest will be made on the next succeeding Business Day as if it were made on the date such payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCnext succeeding Business Day. The Trustee Company shall have no obligation not be required to calculate any redemption price or premiummake sinking fund payments with respect to the Securities.

Appears in 1 contract

Sources: Second Supplemental Indenture (TE Connectivity PLC)

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem all of the Notes shall be redeemable in whole Debentures at any time on or in part after June 1, 1999, or some of them from time to timetime on or after June 1, 1999, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: prices (a) 100% expressed in percentages of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and set forth in Exhibit A to this Indenture, plus accrued interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) date. If the Company elects to redeem any Notes on the Debentures in whole or after in part, it shall notify the Par Call Date, Trustee of the Company shall pay an amount equal to 100% of desired redemption date and the principal amount of Debentures to be redeemed. If less than all of the Notes Debentures are to be redeemed, plus accrued and unpaid interestthe Trustee shall select the Debentures to be redeemed either pro-rata or by lot, if any, to, but excluding, as the date Trustee in its sole discretion shall choose. Debentures shall be redeemed only in denominations of redemption$1,000 or integral multiples thereof. (3b) Notice of redemption shall be sent at At least 10 30 days but not more than 60 days before the prior to a redemption date the Company shall mail, or shall cause the Trustee to mail, a notice of redemption by first-class mail to each Holder of record of Debentures to be redeemed. The notice shall identify the Notes Debentures to be redeemed at its registered address. The notice and shall state (1) the redemption date and redemption price, (2) the name and address of redemption for the Notes will statePaying Agent, among other things(3) in the event that a Debenture is to be redeemed in part only, the portion of the principal amount of Notes thereof to be redeemed, and that on and after the redemption date, upon surrender of the Debenture a new Debenture, equal in principal amount to the unredeemed portion thereof, will be issued, (4) that Debentures called for redemption must be surrendered to the Paying Agent to collect the redemption price and (5) that interest on the place or places that payment will be made upon presentation and surrender of Notes Debentures to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease redeemed ceases to accrue on any Notes that have been called for redemption at and after the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Indenture (Mca Financial Corp /Mi/)

Optional Redemption. (a) The Notes are subject to redemption upon not less than 30 nor more than 60 days’ notice mailed to each holder of Notes to be redeemed at its address appearing in the Register, prior to July 1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole 2024, at any time in whole or in part from time to timepart, at the Company’s option, prior to election of the Par Call Date, Company at a redemption price as calculated by (the Company “Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be being redeemed; or or (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes being redeemed that would be due if the Notes such notes matured on the Par Call Date (exclusive of excluding interest accrued to the date of redemption), ) discounted to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 30 basis points, ; plus, in the case of clauses for (ai) and or (b)ii) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed such Notes to, but excludingnot including, the date of redemption. (2b) Under the procedures set forth above, the Redemption Price payable upon the optional redemption prior to July 1, 2024 of any Notes called for redemption shall be determined by calculating the present value at that time of each remaining payment of principal of or interest on such Notes and then totaling those present values. If the Company elects sum of those present values is equal to redeem or less than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be 100% of its principal amount (redemption at par). If the sum of the present values is greater than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be that greater amount (redemption at a premium). In no event may any Notes be redeemed optionally at less than 100% of their principal amount. The Redemption Price will be calculated by the Quotation Agent and the Company, the Trustee and any Paying Agent will be entitled to rely on such calculation. (c) At any time on or after the Par Call DateJuly 1, 2024, the Company shall pay an amount Notes will be redeemable in whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest on the Notes to be redeemed to, but excludingnot including, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Indenture (Ipalco Enterprises, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) belowIn accordance with Section 3.01 of the Indenture, the Notes shall be redeemable are subject to redemption, in whole or in part, at any time and or in part from time to time, at the Company’s option, prior to March 1, 2030 (the Par Call Date”), at the option of the Company, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis pointspoints less (b) interest accrued to the date of redemption and (2) 100% of the principal amount of the Notes being redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount Notes are subject to redemption, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, interest to the date of redemption. (3) redemption date. Notice of redemption shall will be sent mailed at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its his registered address. The Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of, which shall include accrued interest on, all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. Notice of any redemption of the Notes may, at the Company’s discretion, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice (i) shall describe each such condition, (ii) shall state that, in the Company’s discretion, the redemption date may be postponed (including more than 60 days after the notice of redemption for was delivered) until such time as any or all such conditions have been satisfied (or waived by the Notes will state, among other things, Company) and (iii) may be rescinded in the amount of Notes to be redeemed, event that any or all such conditions shall not have been satisfied or otherwise waived by the redemption date. The Company shall notify Holders of any such rescission or postponement as soon as practicable after the Company determines that it will not be able to satisfy or otherwise waive such conditions precedent. 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, plus accrued and unpaid interest to the redemption date. In addition, such notice may provide that payment of the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment performance of the Company’s obligations with respect to such redemption price, interest will cease to accrue on any Notes that have been called for redemption at may be performed by another person. For the redemption date. If fewer than all purpose of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.foregoing:

Appears in 1 contract

Sources: First Supplemental Indenture (Labcorp Holdings Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 10 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the redemption date of redemption(i) on any day in the period commencing on the date falling 90 days prior to the first Reset Date and ending on and including the first Reset Date and (ii) after the first Reset Date, on any Interest Payment Date. (3b) Notice If notice of redemption is given pursuant to Section 2.06(a) above, the Notes so to be redeemed will, on the redemption date (subject, in the case of a conditional redemption, to the satisfaction of all conditions precedent), become due and payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. If any Notes called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate then applicable to the Notes. (c) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, following the occurrence of a Tax Event, at the redemption price equal to the sum of: (1) 100% of the principal amount of the Notes being redeemed plus (2) accrued and unpaid interest thereon, if any, to the date fixed for redemption (the “Tax Event Redemption Date”). In such case, the Company will deliver a notice of redemption specifying the Tax Event Redemption Date, which shall be no later than 120 days following the Tax Event. (d) If at the time notice of redemption is given pursuant to Section 2.06(c) above, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Tax Event Redemption Date and such notice shall be of no effect unless such moneys are so received. (e) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, for the Notes following the occurrence of a Rating Agency Event, at 102% of their principal amount plus any accrued and unpaid interest thereon to the redemption date. (f) If, at the time a notice of redemption is given, (i) the Company has not effected satisfaction and discharge or defeasance of the Notes as described in Article IX and (ii) such notice of redemption is not being given in connection with or in order to effect satisfaction and discharge or defeasance of the Notes, then, if the notice of redemption so provides and at the Company’s option, the redemption may be subject to the condition that the Trustee shall have received, on or before the applicable redemption date, monies in an amount sufficient to pay the redemption price and accrued and unpaid interest on the Notes called for redemption to, but excluding, the redemption date. If monies in such amount are not received by the Trustee on or before such redemption date, such notice of redemption shall be sent at least 10 but automatically canceled and of no force or effect, such proposed redemption shall be automatically canceled, and the Company shall not more be required to redeem the Notes called for redemption on such redemption date. In the event that a redemption is canceled, the Company will, not later than 60 days before the Business Day immediately following the proposed redemption date date, deliver, or cause to each Holder be delivered, notice of record such cancellation to the registered Holders of the Notes to be redeemed at its registered address. The called for redemption (which notice of redemption for will also indicate that the Notes will stateor portions thereof surrendered for redemption shall be returned to the applicable Holders), among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place Company will direct the Trustee to, and the Trustee will, promptly return the Notes or places portions thereof that payment will be made upon presentation and surrender of Notes have been surrendered for redemption to be redeemedthe applicable Holders. Unless the Company defaults in the payment of the redemption priceprice or the proposed redemption is canceled in accordance with the provisions set forth in this Section 2.06(f), on and after the redemption date interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption date. redemption. (g) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, Trustee will select the particular Notes or any portions thereof for redemption from in integral multiples of $1,000 to be redeemed, by lot and, when the outstanding Notes not previously called shall be selected are in the form of global securities, in accordance with the applicable procedures of The Depository Trust Company (“DTC. The Trustee shall have no obligation ”). (h) Subject to calculate the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any redemption price time and from time to time, purchase Outstanding Notes by tender, in the open market or premiumby private agreement.

Appears in 1 contract

Sources: Supplemental Indenture (Centerpoint Energy Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part from time prior to timeJune 30, at the Company’s option, 2028 (one month prior to the Par Call Datematurity date of the Notes) (the “par call date”), the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price as calculated by (the Company “Optional Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum sum, calculated by the Company, of the present values value at such redemption date of the all remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on to be redeemed through the Par Call Date par call date (exclusive of excluding accrued but unpaid interest accrued to the date of redemptionredemption date), discounted computed using a discount rate equal to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate as of such redemption date plus 50 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the redemption date, subject to the rights of Holders of Notes on the relevant record date of redemption. (2) If to receive interest due on the Company elects relevant interest payment date. In addition, at any time and from time to redeem any Notes time on or after the Par Call Datepar call date, the Company shall pay an amount Notes will be redeemable, in whole or in part at any time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemedincluding, the redemption date. Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option. The Company is not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise. Any redemption price and the place or places that payment will pursuant to this Section 5 shall be made upon presentation and surrender pursuant to the provisions of Notes to be redeemed. Unless the Company defaults in the payment Sections 3.01 through 3.07 of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSupplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (NRG Energy, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to December 15, 2024 (3 months prior to the Par Call Maturity Date), at the Company shall pay a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes Securities to be redeemed; or , and (bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would the Securities to be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 30 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. redemption date. In addition, the Company shall have the right to redeem the Securities on or after December 15, 2024 (3) Notice of redemption shall be sent 3 months prior to the Maturity Date), in whole at any time or in part from time to time, at its option, on at least 10 15 days but not no more than 60 days before prior written notice mailed to the redemption date to each Holder of record registered holders of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes Securities to be redeemed, the redemption date, the at a redemption price and the place or places that payment will be made upon presentation and surrender of Notes equal to be redeemed. Unless the Company defaults in the payment 100% of the redemption priceaggregate principal amount of the Securities being redeemed plus, interest will cease to accrue on any Notes that have been called for redemption at in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date. If fewer than all of Any redemption or notice may, at the Notes are Company’s discretion, be subject to be redeemed one or more conditions precedent and, at any timethe Company’s discretion, not more than 45 days prior to the redemption date, the particular Notes date may be delayed until such time as any or portions thereof for redemption from the outstanding Notes not previously called all such conditions shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsatisfied.

Appears in 1 contract

Sources: Supplemental Indenture (Warner Chilcott LTD)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to August 15, 2029, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 15 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateAugust 15, 2029, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail (or send electronically in accordance with applicable Depositary procedures) notice of redemption. (3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.

Appears in 1 contract

Sources: Second Supplemental Indenture (Danaher Corp /De/)

Optional Redemption. (1) Except as set forth in clause (2) belowAt any time from and after the date of the Agreement, the Notes shall be redeemable in whole at any time or in part from time to timeCompany may redeem all of the Notes, at but not less than all of the Company’s optionNotes, prior to the Par Call Dateupon not less than three nor more than 30 Business Days’ notice, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. interest to (3) Notice of redemption shall be sent at least 10 but not more than 60 days before including) the applicable redemption date to each Holder of record date; provided, however, that upon a redemption of the Notes pursuant to this paragraph, the Company’s option to issue Additional Singapore Dollar Notes pursuant to Section 1(b)(iii) of the Agreement, and the Purchasers’ corresponding commitment to purchase such Notes, shall be terminated. Any redemption pursuant to this paragraph shall only be made if the outstanding term loans borrowed under the Facility Agreement are redeemed in full on or about the same redemption date. At the time from and after the Initial Closing Date, the Company may redeem all of the Notes, or any part of the Notes in an aggregate principal amount of not less than SGD$15,000,000, upon not less than three nor more than 30 Business Days’ notice, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest to (but not including) the applicable redemption date, with the net cash proceeds received by the Company from (a) equity contributions or subordinated, unsecured shareholder loans made to the Company from any direct or indirect parent company of the Company (from sources other than a Refinancing Transaction) or (b) the net proceeds received from either the issuance of the Notes or the incurrence of term loan Indebtedness under the Facility Agreement that are not used by the Company (and not reasonably anticipated by the Company to be used or necessary) in connection with the Integrated Resort Project. Any redemption pursuant to this paragraph shall only be made if the outstanding term loans borrowed under the Facility Agreement are redeemed at its registered address. The notice of on or about the same redemption for date on a pro rata basis (based on the Notes will state, among other things, the outstanding principal amount of Notes to be redeemed, the and term loans on such redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumdates).

Appears in 1 contract

Sources: Purchase Agreement (Las Vegas Sands Corp)

Optional Redemption. (1a) Except as set forth in clause The provisions of Article 3 of the Original Indenture shall be applicable to the Notes, subject to the provisions of this Section 3.01. (2b) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (a) 100% of the principal amount of the Notes to be redeemed; or (b1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 15 basis points, less (b) interest accrued on the principal amount of such Notes being redeemed to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes being redeemed, plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interest, if any interest on the Notes to be redeemed to, but excluding, the date of redemption. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. (2c) If The Company’s actions and determinations in determining the Company elects to redeem any Notes on redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility in determining or after calculating the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionredemption price. (3d) Notice of any redemption shall pursuant to this Section 3.01 will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Company’s discretion shall be satisfied (or waived by the Company) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Company’s discretion shall not have been satisfied (or waived by the Company). The Company shall provide written notice to the Trustee prior to the close of business on the Business Day prior to the relevant redemption date if any such redemption has been rescinded or delayed, and upon receipt of such notice the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (e) The Company shall notify Holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once the 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 3.01. (f) In the case of a partial redemption, selection of the Notes for redemption will be made in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the Holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another depositary), the redemption of such Notes shall be done in accordance with the applicable policies and procedures of the Depositary. (g) Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Supplemental Indenture (Tyson Foods, Inc.)

Optional Redemption. (1) Except as set forth The Series A Senior Secured Notes will be redeemable, in clause (2) belowwhole, the Notes shall be redeemable in whole at any time time, or in part part, from time to time, at the Company’s option, prior to option of the Par Call Date, Company upon not less than 30 nor more than 60 days' notice at a redemption price as calculated by the Company equal to the greater of: Make-Whole Price (a) 100% as defined in the Indenture). If less than all the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interestnational securities exchange, if any, toon which the Notes are listed or, but excludingif the Notes are not so listed, on a pro rata basis, by lot or by such method as the date Trustee shall deem fair and appropriate; provided that no Notes of redemption. (3) Notice $1,000 or less shall be redeemed in part. Notices of redemption shall be sent mailed by first class mail at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption for that relates to such Note shall state the Notes will state, among other things, portion of the principal amount of Notes thereof to be redeemed, . A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, the redemption price interest and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption priceLiquidated Damages, interest will if any, cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof of them called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Indenture (Lyondell Chemical Nederland LTD)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes The Debentures shall be redeemable in accordance with Article XII of the Base Indenture, except to the extent otherwise provided in this Tenth Supplemental Indenture. (a) The Company may redeem the Debentures: (i) in whole at any time or in part from time to time, at the Company’s option, prior to the time during a Par Call DatePeriod, at a redemption price as calculated by Redemption Price equal to 100% of the Company principal amount of the Debentures being redeemed, plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; (ii) in whole at any time or in part from time to time on any date that is not within a Par Call Period, at a Redemption Price equal to the greater of: of (ax) 100% of the principal amount of the Notes to be redeemed; or Debentures being redeemed and (by) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes Debentures being redeemed discounted to the Redemption Date (assuming the Debentures matured on the Par Call next following Reset Date (exclusive of interest accrued to the date of redemption“Reference Date”), discounted to the date of redemption ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 fifty (50) basis points, plus, in less interest accrued to the case of clauses (a) and (b), Redemption Date; plus any accrued and unpaid interest thereon (including compounded interest, if any on the amount being redeemed any) to, but excluding, the date of redemption.Redemption Date; (2iii) If in whole, but not in part, at any time within 90 days of the Company elects to redeem any Notes on or after the Par Call Dateoccurrence of a Tax Event, the Company shall pay an amount at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest thereon (including compounded interest, if any, ) to, but excluding, the date Redemption Date; (iv) in whole, but not in part, at any time within 90 days of the occurrence of a Regulatory Capital Event, at a Redemption Price equal to 100% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; or (v) in whole, but not in part, at any time within 90 days of the occurrence of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; provided that no partial redemption pursuant to Section 2.8(a)(i) or Section 2.8(a)(ii) shall be effected (x) unless at least $25 million aggregate principal amount of the Debentures shall remain Outstanding after giving effect to such redemption, (y) if the principal amount of the Debentures shall have been accelerated and such acceleration has not been rescinded or (z) unless all accrued and unpaid interest, including deferred interest (and any Additional Interest thereon), shall have been paid in full on all Outstanding Debentures for all Interest Payment Dates occurring on or before the Redemption Date. (3b) Notice The redemption provisions of redemption Article XII of the Base Indenture shall apply to the Debentures, provided that the Debentures shall be sent at least 10 but not more than 60 days before the subject to partial redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, only in the amount of Notes $2,000 and integral multiples of $1,000 in excess thereof and so long as the Debentures are in the form of Global Debentures, if less than all of the Debentures are to be redeemed, the particular Debentures to be redeemed will be determined by the Depositary in accordance with its applicable procedures. If the Company gives a notice of redemption datein respect of any Debentures, then prior to the Redemption Date, the redemption price Company will: (i) irrevocably deposit with the Trustee or a Paying Agent for the Debentures funds sufficient to pay the applicable Redemption Price of, and (except if the place or places that payment will be made upon presentation and surrender of Notes Redemption Date is an Interest Payment Date) accrued interest on, the Debentures to be redeemed. Unless ; and (ii) give the Trustee or such Paying Agent, as applicable, irrevocable instructions and authority to pay the Redemption Price to the Holders of the Debentures upon surrender of the Global Debenture (subject to the applicable procedures of the Depositary) or such other certificates as the Company defaults in may have issued evidencing the payment Debentures. (c) Notwithstanding the above, interest payable on or prior to the Redemption Date for any Debentures called for redemption will be payable to the Holders of the Debentures on the relevant Regular Record Dates for the related Interest Payment Dates. Once notice of redemption pricehas been given and funds deposited as required, then upon the date of the deposit, all rights of the Holders of the Debentures so called for redemption will cease, except the right of the Holders of the Debentures to receive the Redemption Price and any interest payable in respect of the Debentures on or prior to the Redemption Date and the Debentures will cease to accrue on any Notes that have been called for redemption at be Outstanding. (d) The Company shall give the redemption date. If fewer than all Trustee prompt notice of the Notes are to be redeemed at determination of any time, not more than 45 days prior to Redemption Price provided for in Section 2.8(a) and the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumresponsibility for determining such Redemption Price.

Appears in 1 contract

Sources: Tenth Supplemental Indenture (Reinsurance Group of America Inc)

Optional Redemption. (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. (b) On or after February 26, 2022, and prior to September 1) Except as set forth in clause (2) below, 2031, the Notes shall be redeemable in redeemable, as a whole at any time or in part from time to timepart, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Par Call DateNotes to be redeemed, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; , or (bii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to and unpaid to, but not including, the date of redemptionRedemption Date), assuming for this purpose that the Notes would mature on September 1, 2031, discounted to the date of redemption Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the then current Treasury Rate plus 50 12.5 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the date Redemption Date for such Notes; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of redemptionrecord on the Regular Record Date. (2c) If the Company elects to redeem any Notes on On or after the Par Call DateSeptember 1, 2031 , the Company Notes shall pay an amount be redeemable, as a whole or in part, at the Company’s option, on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes to be redeemed, at a Redemption Price (calculated by the Company) equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but not including, the Redemption Date. (d) On and after the Redemption Date for the Notes to be redeemed, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for such Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price to be redeemed on the Redemption Date, and accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, such Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date at the Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Eighteenth Supplemental Indenture (Schwab Charles Corp)

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 10 nor more than 60 days’ notice, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest to, but excluding, the redemption date of redemption(i) on any day in the period commencing on the date falling 90 days prior to the first Reset Date and ending on and including the first Reset Date and (ii) after the first Reset Date, on any Interest Payment Date. (3b) Notice If notice of redemption is given pursuant to Section 2.06(a) above, the Notes so to be redeemed will, on the redemption date (subject, in the case of a conditional redemption, to the satisfaction of all conditions precedent), become due and payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. If any Notes called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate then applicable to the Notes. (c) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, following the occurrence of a Tax Event, at the (d) If at the time notice of redemption is given pursuant to Section 2.06(c) above, the redemption moneys are not on deposit with the Trustee, then the redemption shall be subject to their receipt on or before the Tax Event Redemption Date and such notice shall be of no effect unless such moneys are so received. (e) In addition, the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, for the Notes following the occurrence of a Rating Agency Event, at 102% of their principal amount plus any accrued and unpaid interest thereon to the redemption date. (f) If, at the time a notice of redemption is given, (i) the Company has not effected satisfaction and discharge or defeasance of the Notes as described in Article IX and (ii) such notice of redemption is not being given in connection with or in order to effect satisfaction and discharge or defeasance of the Notes, then, if the notice of redemption so provides and at the Company’s option, the redemption may be subject to the condition that the Trustee shall have received, on or before the applicable redemption date, monies in an amount sufficient to pay the redemption price and accrued and unpaid interest on the Notes called for redemption to, but excluding, the redemption date. If monies in such amount are not received by the Trustee on or before such redemption date, such notice of redemption shall be sent at least 10 but automatically canceled and of no force or effect, such proposed redemption shall be automatically canceled, and the Company shall not more be required to redeem the Notes called for redemption on such redemption date. In the event that a redemption is canceled, the Company will, not later than 60 days before the Business Day immediately following the proposed redemption date date, deliver, or cause to each Holder be delivered, notice of record such cancellation to the registered Holders of the Notes to be redeemed at its registered address. The called for redemption (which notice of redemption for will also indicate that the Notes will stateor portions thereof surrendered for redemption shall be returned to the applicable Holders), among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place Company will direct the Trustee to, and the Trustee will, promptly return the Notes or places portions thereof that payment will be made upon presentation and surrender of Notes have been surrendered for redemption to be redeemedthe applicable Holders. Unless the Company defaults in the payment of the redemption priceprice or the proposed redemption is canceled in accordance with the provisions set forth in this Section 2.06(f), on and after the redemption date interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at the redemption date. redemption. (g) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, Trustee will select the particular Notes or any portions thereof for redemption from in integral multiples of $1,000 to be redeemed, by lot and, when the outstanding Notes not previously called shall be selected are in the form of global securities, in accordance with the applicable procedures of The Depository Trust Company (“DTC. The Trustee shall have no obligation ”). (h) Subject to calculate the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any redemption price time and from time to time, purchase Outstanding Notes by tender, in the open market or premiumby private agreement.

Appears in 1 contract

Sources: Supplemental Indenture (Centerpoint Energy Resources Corp)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) The Issuer shall be redeemable entitled, at its option, to redeem the Notes, in whole or in part, at any time or times, pursuant to and in part from time to time, at accordance with the Company’s option, terms of this paragraph 5. If the Notes are redeemed prior to the Par Call Redemption Date, at a the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (a) 100% of the aggregate principal amount of the Notes to be redeemed; or (b) , and an amount equal to the sum of the present values value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of principal and interest thereon that would be due if on the Notes matured to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the Par Call relevant Record Date (exclusive to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of interest accrued payment to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 50 40 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call Redemption Date, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date. (3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an equity offering or other corporate transaction. (d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice in the manner described under Section 3.02 of the Twenty-Fourth Supplemental Indenture. (e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this paragraph 5 shall be made upon presentation and surrender pursuant to the provisions of Notes to be redeemed. Unless the Company defaults in the payment Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumTwenty-Fourth Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Healthcare, Inc.)

Optional Redemption. Prior to (1i) Except as set forth in clause with respect to the 2031 Notes, February 3, 2031 and (2ii) belowwith respect to the 2036 Notes, December 3, 2035 (each such date, a “Par Call Date”), the Issuer may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a applicable redemption price as prices calculated by the Company Issuer (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes being redeemed, assuming that would be due if the such Notes matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption)Date, discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) ), at the then current Treasury Rate plus 50 (i) with respect to the 2031 Notes, 20 basis points and (ii) with respect to the 2036 Notes, 25 basis points, less (b) interest accrued to the redemption date, and • 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interestinterest on the Notes, if any on the amount being redeemed any, to, but excluding, the date of redemption. (2) If the Company elects redemption date. At any time and from time to redeem any Notes time on or and after the applicable Par Call Date, the Company shall pay an amount Issuer may redeem each series of Notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interestinterest on the Notes, if any, to, but excluding, the date of redemption. (3) redemption date. The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. Notice of any such optional redemption shall be mailed or sent at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered addressredeemed. The notice of redemption for If the Notes will state, among other thingsIssuer redeems less than all the Notes, the amount of Trustee shall select the Notes to be redeemed, in the case of the Notes in the form of a Global Security, in accordance with the Depositary’s Applicable Procedures, and in the case of any Notes in definitive form, by such method as the Trustee deems fair and appropriate. The Trustee may select for partial redemption date, the redemption price Notes and the place or places that payment will be made upon presentation and surrender portions of Notes in amounts equal to be redeemed$2,000 or any integral multiple of $1,000 in excess thereof. Unless the Company Issuer defaults in the payment of the redemption priceprice for Notes, on and after the applicable redemption date, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Third Supplemental Indenture (Jacobs Solutions Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) belowNotwithstanding the provisions of Section 8.05 of the Indenture, the Notes Series AE Bonds, upon the mailing of notice and in the manner provid▇▇ in Section 10.03 of the Indenture, shall be redeemable in at the option of the Company, as a whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the Notes Series AE Bonds to be redeemed; redeemed or (bii) the sum of the present values of ▇▇ the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)) discounted, discounted at the then current Treasury Rate plus 30 basis points, to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, to the date of redemption. (2b) If Notwithstanding the provisions of Section 10.03 of the Indenture, in case of the redemption at any time of less than all the outstanding Series AE Bonds, the particular Bonds or parts thereof to be redeemed ▇▇▇▇▇ be selected by the Trustee from the outstanding Series AE Bonds not previously called for redemption as nearly ▇▇ ▇▇▇cticable pro rata among the registered holders of the Series AE Bonds according to the respective principal amounts ▇▇ ▇▇▇h Bonds, provided that the portions of the principal of Series AE Bonds at any time so selected for redemption in part s▇▇▇▇ ▇▇ equal to $1,000 or a multiple thereof. (c) Notwithstanding that Section 8.05 of the Indenture authorizes the Company elects to redeem any Notes on or after request the Par Call DateTrustee to apply Trust Moneys toward the redemption of Bonds to be selected by the Company, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places does hereby covenant that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in will not request the payment of the redemption price, interest will cease Trustee to accrue on apply any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior Trust Moneys to the redemption date, of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures Series AE Bonds except pursuant to Section 2.03(a) of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumthis Suppl▇▇▇▇▇▇▇ ▇▇▇▇▇ture.

Appears in 1 contract

Sources: First Supplemental Indenture (Black Hills Corp /Sd/)

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to August 15, 2026, the Company may, at its option, redeem some or all of the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but not including, the applicable redemption date: (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 25 basis points. On and after August 15, plus2026, in the case Company may, at its option, redeem some or all of clauses (a) and (b)the Notes at any time or from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excludingnot including, the date of redemptionapplicable redemption date. (2b) The redemption prices of Notes to be redeemed will be calculated assuming a 360-day year of twelve 30-day months. Notice of redemption of the Notes will be given as provided in Section 3.3 of the Original Indenture. If the Company elects to redeem any Notes on or after redeems less than all of the Par Call DateNotes, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedTrustee will select, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected by such method as the Trustee deems fair and appropriate in accordance with the procedures of DTCthe Depository Trust Company. The Trustee shall have no obligation Unless the Company defaults in the payment of the redemption price, on and after the applicable redemption date, interest will cease to calculate any redemption price accrue on the Notes or premiumportions of the Notes called for redemption.

Appears in 1 contract

Sources: Third Supplemental Indenture (Westinghouse Air Brake Technologies Corp)

Optional Redemption. (1a) Except as set forth in clause At any time prior to November 15, 2024 (2) belowthe “Early Call Date”), the Notes shall be redeemable Issuer may on any one or more occasions redeem the Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datepart, at a redemption price price, as calculated determined by the Company Issuer, equal to the greater of: : (aA) 100% of the principal amount of the Notes to be redeemed; or or (bB) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes being redeemed that would be due if the such Notes matured on the Par Early Call Date but for the redemption (exclusive of any portion of the payments of interest accrued to the date of redemption), discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate Yield plus 50 25 basis points, plusin each case, in the case of clauses (a) and (b), together with accrued and but unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemptionredemption date. (2b) If Except pursuant to the Company elects preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to redeem any Notes on or the Early Call Date. (c) On and after the Par Early Call Date, the Company shall pay an amount Issuer may on any one or more occasions redeem all or a part of the Notes, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and but unpaid interest, if any, interest thereon to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemedincluding, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Second Supplemental Indenture (Phillips 66 Partners Lp)

Optional Redemption. The Notes may be redeemed at any time at the option of the Company, in whole or in part, upon notice of not more than 60 nor less than 15 days prior to the date fixed for redemption (each, a “Redemption Date”), at a redemption price equal to the sum of (i) the principal amount of the Notes being redeemed, plus accrued interest thereon to, but excluding, the Redemption Date and (ii) the Make-Whole Amount (as defined below), if any, with respect to such Notes. If the Notes are redeemed on or after October 1, 2028 (two months prior to the Maturity Date) Except (the “Par Call Date”), the redemption price shall equal the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, without any payment of a Make-Whole Amount. If notice of redemption has been given as set forth provided in clause (2) belowthe Indenture and funds for the redemption of any Notes called for redemption have been made available on the Redemption Date, the Notes shall will cease to bear interest on the Redemption Date and the only right of the holders of the Notes from and after the Redemption Date will be redeemable to receive payment of the redemption price upon surrender of the Notes in whole accordance with the notice. Notice of a redemption of any Notes will be given to holders at any time their addresses, as shown in the security register. The notice of redemption will specify, among other items, the redemption price and the principal amount of the Notes held by the holders to be redeemed. Any such redemption may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, as specified in part from time such redemption notice. If less than all the Notes are to time, be redeemed at the Company’s option, the Company will notify the Trustee under the Indenture at least 45 days prior to the Par Call Dategiving of notice of redemption, at a redemption price or such shorter period as calculated by the Company equal may be satisfactory to the greater of: (a) 100% Trustee, of the aggregate principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal redeemed and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the their redemption date. If fewer than all of The Trustee under the Notes are to be redeemed at any timeIndenture will select, not more in such manner as it deems fair and appropriate, no less than 45 days prior to the redemption datedate of redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Appears in 1 contract

Sources: Note Agreement (Avalonbay Communities Inc)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Series B New Bonds shall also be subject to redemption prior to maturity, at the Notes shall be redeemable option of the Company, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a same redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedprice, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called as shall be selected in accordance with payable on the procedures of DTCSeries B Project Bonds to be redeemed concurrently therewith. The Prior to any such redemption, the Trustee shall have no obligation received an officers’ certificate to calculate any the effect that (a) the Company has given notice to the Series B Project Bond Trustee that the Company is exercising its option to deliver moneys to the Series B Project Bond Trustee for the redemption of corresponding Series B Project Bonds in whole or in part, as the case may be, as provided in Section 6.1 of the Series B Loan Agreement and (b) an equivalent principal amount of Series B Project Bonds are being concurrently called for redemption. Such officers’ certificate shall specify the principal amount of Series B New Bonds to be redeemed and the redemption price or premiumthereof, shall have attached to it a copy of said notice to the Series B Project Bond Trustee and shall specify the redemption date of such Series B New Bonds (which redemption date shall be not less than 45 days (unless a shorter time period shall be acceptable to the Trustee) after the date of the mailing of such certificate and shall be the same date as the redemption date specified in said attached notice for the Series B Project Bonds being concurrently redeemed). Any such redemption shall be made upon the notice, which may be conditional as provided in Section 8 of this Article One, and in the manner provided in this Article One, subject to the provisions of the First Mortgage as amended.

Appears in 1 contract

Sources: Forty Ninth Supplemental Indenture (Dayton Power & Light Co)

Optional Redemption. (1a) Except as set forth in clause (2) below, The Company may redeem the Series A Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Dateupon not less than 10 nor more than 60 days’ notice, at a redemption price as calculated by equal to 100% of the principal amount of the Series A Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the first Series A Reset Date and ending on and including the first Series A Reset Date and (ii) after the first Series A Reset Date, on any Interest Payment Date. The Company may redeem the Series B Notes in whole or in part upon not less than 10 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Series B Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day in the period commencing on the date falling 90 days prior to the first Series B Reset Date and ending on and including the first Series B Reset Date and (ii) after the first Series B Reset Date, on any Interest Payment Date. (b) If notice of redemption is given pursuant to Section 2.06(a) above, the Notes so to be redeemed will, on the redemption date (subject, in the case of a conditional redemption, to the satisfaction of all conditions precedent), become due and payable at the redemption price together with any accrued and unpaid interest thereon, and from and after such date (unless the Company has defaulted in the payment of the redemption price and accrued interest) such Notes shall cease to bear interest. If any Notes called for redemption shall not be paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate then applicable to the Notes. (c) In addition, the applicable series of the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, following the occurrence of a Tax Event, at the redemption price equal to the greater sum of: (a1) 100% of the principal amount of the Notes to be redeemed; or being redeemed plus (b2) the sum of the present values of the remaining scheduled payments of principal accrued and unpaid interest thereon that would be due thereon, if the Notes matured on the Par Call Date (exclusive of interest accrued any, to the date of redemptionfixed for redemption (the “Tax Event Redemption Date”). In such case, discounted to the date Company will deliver a notice of redemption on a semi-annual basis specifying the Tax Event Redemption Date, which shall be no later than 120 days following the Tax Event. (assuming a 360-day year consisting of twelve 30-day monthsd) If at the time notice of redemption is given pursuant to Section 2.06(c) above, the redemption moneys are not on deposit with the Trustee, then current Treasury Rate plus 50 basis pointsthe redemption shall be subject to their receipt on or before the Tax Event Redemption Date and such notice shall be of no effect unless such moneys are so received. (e) In addition, plusthe applicable series of the Notes may be redeemable, in whole but not in part, upon not less than 10 nor more than 60 days’ notice, for either series of the case Notes following the occurrence of clauses (a) and (b)a Rating Agency Event, at 102% of their principal amount plus any accrued and unpaid interestinterest thereon to the redemption date. (f) If, at the time a notice of redemption is given, (i) the Company has not effected satisfaction and discharge or defeasance of the Notes of a given series as described in Article IX and (ii) such notice of redemption is not being given in connection with or in order to effect satisfaction and discharge or defeasance of the Notes of the applicable series, then, if any the notice of redemption so provides and at the Company’s option, the redemption may be subject to the condition that the Trustee shall have received, on or before the applicable redemption date, monies in an amount sufficient to pay the redemption price and accrued and unpaid interest on the amount being redeemed Notes called for redemption to, but excluding, the date of redemption. (2) redemption date. If monies in such amount are not received by the Company elects to redeem any Notes Trustee on or after the Par Call Datebefore such redemption date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice such notice of redemption shall be sent at least 10 but automatically canceled and of no force or effect, such proposed redemption shall be automatically canceled, and the Company shall not more be required to redeem the Notes called for redemption on such redemption date. In the event that a redemption is canceled, the Company will, not later than 60 days before the Business Day immediately following the proposed redemption date date, deliver, or cause to each Holder be delivered, notice of record such cancellation to the registered Holders of the Notes of the applicable series called for redemption (which notice will also indicate that any Notes or portions thereof surrendered for redemption shall be returned to be redeemed at its registered address. The notice of redemption for the Notes will stateapplicable Holders), among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place Company will direct the Trustee to, and the Trustee will, promptly return any Notes or places portions thereof that payment will be made upon presentation and surrender of Notes have been surrendered for redemption to be redeemedthe applicable Holders. Unless the Company defaults in the payment of the redemption priceprice or the proposed redemption is canceled in accordance with the provisions set forth in this Section 2.06(f), on and after the redemption date interest will cease to accrue on any the Notes that have been of the applicable series or portions thereof called for redemption at the redemption date. redemption. (g) If fewer less than all of the Notes of a series are to be redeemed at any time, not more than 45 days prior to the redemption date, Trustee will select the particular Notes or any portions thereof for redemption from in integral multiples of $1,000 to be redeemed, by lot and, when the outstanding Notes not previously called shall be selected are in the form of global securities, in accordance with the applicable procedures of The Depository Trust Company (“DTC. The Trustee shall have no obligation ”). (h) Subject to calculate the foregoing and to applicable law (including, without limitation, United States federal securities laws), the Company or its affiliates may, at any redemption price time and from time to time, purchase Outstanding Notes by tender, in the open market or premiumby private agreement.

Appears in 1 contract

Sources: Supplemental Indenture (Centerpoint Energy Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to December 18, 2027, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 50 20 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDecember 18, 2027, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption. (3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.

Appears in 1 contract

Sources: First Supplemental Indenture (Danaher Corp /De/)

Optional Redemption. (1a) Except as set forth in clause The provisions of Article 3 of the Original Indenture shall be applicable to the Notes, subject to the provisions of this Section 3.01. (2b) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (a) 100% of the principal amount of the Notes to be redeemed; or (b1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, less (b) interest accrued on the principal amount of such Notes being redeemed to, but excluding, the date of redemption; and (2) 100% of the principal amount of the Notes being redeemed, plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interest, if any interest on the Notes to be redeemed to, but excluding, the date of redemption. On or after the Par Call Date the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. (2c) If The Company’s actions and determinations in determining the Company elects to redeem any Notes on redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility in determining or after calculating the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionredemption price. (3d) Notice of any redemption shall pursuant to this Section 3.01 will be sent mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Any redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent and, at the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions precedent included at the Company’s discretion shall be satisfied (or waived by the Company) or the redemption date may not occur and such notice may be rescinded if all such conditions precedent included at the Company’s discretion shall not have been satisfied (or waived by the Company). The Company shall provide written notice to the Trustee prior to the close of business on the Business Day prior to the relevant redemption date if any such redemption has been rescinded or delayed, and upon receipt of such notice the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. (e) The Company shall notify Holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once the 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 3.01. (f) In the case of a partial redemption, selection of the Notes for redemption will be made in accordance with the applicable procedures of the Depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of such Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the Holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another depositary), the redemption of such Notes shall be done in accordance with the applicable policies and procedures of the Depositary. (g) Unless the Company defaults in the payment of the redemption price, on and after the redemption date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Supplemental Indenture (Tyson Foods, Inc.)

Optional Redemption. (Prior to September 1) Except as set forth in clause (2) below, 2024, the Notes shall be redeemable in whole Company, at its option, may at any time redeem all or in part from time to time, at any portion of the Company’s option, prior to the Par Call DateNotes upon not less than 30 nor more than 60 days’ notice, at a redemption price as calculated by price, plus accrued and unpaid interest to (but not including) the Company redemption date, equal to the greater of: of (ai) 100% of the principal amount of the Notes to be redeemed; being redeemed or (bii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of interest accrued to the date of redemption), redemption date) discounted to the such redemption date of redemption on a semi-annual basis (basis, assuming a 360-day year consisting of twelve 30-day months) , at the then then-current Treasury Rate plus 50 basis points; provided, plushowever, in that if the case redemption date falls on or after the interest record date and on or prior to the related interest payment date, the Company will pay the full amount of clauses (a) and (b), accrued and unpaid interest, if any any, on such redemption date to the person in whose name the note is registered at the close of business on the amount being redeemed tocorresponding record date (instead of the holder surrendering its Notes for redemption). On or after September 1, but excluding2024, the date Company, at its option, may redeem all or any portion of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Dateupon not less than 30 nor more than 60 days’ notice, the Company shall pay an amount at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. interest on such Notes to (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at including) the redemption date. If fewer than all any redemption date is not a Business Day, then payment of the Notes are to redemption price and accrued and unpaid interest will be redeemed at any timemade on the next succeeding Business Day, not more than 45 days prior and no interest will accrue on the amounts so payable for the period from such redemption date to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumdate payment is made.

Appears in 1 contract

Sources: Note Purchase Agreement (CVS HEALTH Corp)

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole or in part, at the option of the Company at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or , and (bii) as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued to as of the date of redemption), ) discounted to the date of redemption (the “Redemption Date”) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate (as defined below) plus 50 30 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 4.01(a) hereof, plus accrued and unpaid interest, if any, to, but excluding, at least 30 days prior to the redemption date of redemption. (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, the redemption price redeemed and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of (iv) the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. . (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the redemption date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch Holder’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the appropriate calculation of the redemption price, but need not include the actual redemption price; the actual redemption price shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date; (e) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (f) the name and address of the Paying Agent; (g) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (h) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (i) if such notice is conditioned upon the occurrence of one or more than conditions precedent, the nature of such conditions precedent; (j) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (k) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with such notice as provided in this Section 4.01(k). (l) For purposes of this Section 4.01, the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.following definitions are applicable:

Appears in 1 contract

Sources: First Supplemental Indenture (Scripps Networks Interactive, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) At any time on or after September 20, 2016, the Company may, at its option, redeem the outstanding Notes, except for the Notes that the Company shall repurchase under Section 15.02, for cash at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the Redemption Date, in whole or in part, if the Last Reported Sale Prices of the ADSs for 20 or more Trading Days in a period of 30 consecutive Trading Days ending within 10 Trading Days immediately prior to the date of the Redemption Notice, exceeds 130% of the applicable Conversion Price in effect on each such Trading Day. If less than all of the outstanding Notes are to be redeemed, then (i) in the case of one or more Physical Notes, the Trustee will select such Notes to be redeemed in principal amounts of US$1,000 or multiples of US$1,000 by lot, on a pro rata basis or by another method the Trustee considers reasonable, fair and appropriate, and (ii) in the case of one or more Global Notes, such Notes or any portion thereof that are to be redeemed shall be selected by the Depositary in accordance with its applicable policies and procedures. If a portion of the Notes is selected for redemption and the Holder converts a portion of the Notes in accordance with this Indenture, the converted portion will be deemed to be of the portion selected for redemption. (2) . If Notes are redeemed on a date that is after a Regular Record Date for the Company elects payment of interest and prior to redeem any Notes on or after the Par Call corresponding Interest Payment Date, the Company shall not pay an accrued interest to the Holder of Notes being redeemed, and shall instead pay the full amount equal of the relevant interest payment on such Interest Payment Date to 100% the Holder of record on such Regular Record Date. In the event of any redemption in part, the Company shall not be required to (i) issue, register the transfer of or exchange any Notes during a period beginning at the open of business 15 days before any selection for redemption of notes and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be redeemed or (ii) register the transfer of or exchange any Notes so selected for redemption, in whole or in part, except the unredeemed portion of any notes being redeemed in part. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the applicable Redemption Price with respect to such Notes). (b) If the Company intends to redeem Notes pursuant to the provisions of Section 16.01 hereof, it shall notify the Trustee in writing no less than 35 Scheduled Trading Days nor more than 60 calendar days prior to the Redemption Date (the “Redemption Notice”). The Redemption Notice will be delivered to the Holders at their addresses shown in the Note Register of the Note Registrar and to beneficial owners as required by applicable law. All Redemption Notices of redemption shall state: (A) that the Holder has a right to convert the Notes called for redemption upon satisfaction of the requirements therefor set forth in this Indenture; (B) the principal amount of the Notes to be redeemed, plus including the CUSIP and ISIN numbers of the Notes; (C) the Redemption Date; (D) the Redemption Price and interest accrued and unpaid interest, if any, to, but excluding, the date of redemption.Redemption Date, if any; (3E) Notice of redemption shall that on the Redemption Date the Redemption Price and interest to, but excluding, the Redemption Date, will become due and payable upon each such Note to be sent at least 10 but not more than 60 days before redeemed; (F) the redemption Conversion Rate in effect, the date on which the right to each Holder of record of convert the Notes to be redeemed at its registered address. The notice will terminate, which will be the close of redemption business on the second Scheduled Trading Day immediately preceding the Redemption Date, and the places where such Notes may be surrendered for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and conversion; (G) the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the where such Notes are to be redeemed at any timesurrendered for payment of the Redemption Price and interest; and (H) the procedure that Holders must follow. The notice given shall specify the last date on which exchanges or transfers of Notes may be made pursuant to Section 2.05, not more than 45 days prior to and shall specify the redemption date, serial numbers of Notes and the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Indenture (Qihoo 360 Technology Co LTD)

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes to be due if redeemed discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 30 basis pointspoints less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to but not including the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, interest thereon to but excluding, not including the date of redemptionRedemption Date. (3c) Notice of redemption The Company’s actions and determinations in determining the Redemption Price shall be sent at least 10 but not more than 60 days before conclusive and binding for all purposes, absent manifest error. (d) In the redemption date to each Holder case of record a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for that relates to the Notes Note will state, among other things, state the portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of 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 such Depositary. (e) Unless the Company defaults in the payment of the redemption priceRedemption Price, on and after the Redemption Date interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Diamondback Energy, Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the First Call Date, the Notes Company shall be redeemable have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datepart, at a redemption price as calculated by the Company equal to the greater of: of (a1) 100% of the principal amount of the such Notes to be redeemed; or and (b2) the sum of the present values value of the redemption price of the Notes to be redeemed on the First Call Date plus each remaining scheduled payments payment of principal and interest thereon that would be due if during the Notes matured on period between the Par Redemption Date and the First Call Date (exclusive of interest accrued to to, but not including, the date of redemption), in each case, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis pointspoints (the “Make-Whole Amount”), plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any on the amount being redeemed any, to, but excludingnot including, the date of redemptionredemption and any deferred interest and arrears of interest thereon. (2b) If On (i) any day during the Company elects to redeem period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and (ii) on any Notes on or after the Par Call DateInterest Payment Date thereafter, the Company shall pay have the right to redeem all, but not less than all, of the Notes at the option of the Company (an amount “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus, plus in each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any, to, but excludingnot including, the date of redemption. redemption and any deferred interest and arrears of interest thereon upon giving not less than ten (310) Notice of redemption shall be sent at least 10 but and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The sixty (60) calendar days’ irrevocable notice of redemption for to the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price Trustee and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumHolders as set forth under Section 9.01.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100On or after March 30, 2026, the Company shall be entitled at its option to redeem for cash all or a portion of the Bonds, if the closing sale price of the Parent Shares has been at least 115.00% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides notice of such redemption pursuant to the Indenture. The redemption price for any redemption pursuant to this clause (a) will be equal to 100.00% of the principal amount of the Notes Bonds to be redeemed; , plus accrued and unpaid interest thereon to, but not including, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Regular Record Date, and the redemption price will be equal to 100.00% of the principal amount of the Bonds to be redeemed). (b) Notwithstanding the sum foregoing, in connection with any tender offer for the Bonds, if Holders of not less than 90.00% in aggregate principal amount of the present values Outstanding Bonds validly tender and do not validly withdraw such Outstanding Bonds in such tender offer and the Company, or any third party making such tender offer in lieu of the remaining scheduled payments Company, purchases all of principal the Outstanding Bonds validly tendered and interest thereon not validly withdrawn by such Holders, the Company or such third party will have the right upon not less than 25 Scheduled Trading Days’ nor more than 45 Scheduled Trading Days’ prior notice, given not more than 30 days following such purchase date, to redeem all Bonds that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued remain outstanding following such purchase at a redemption price equal to the date of redemption)price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, extent not included in the case of clauses (a) and (b)tender offer payment, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if anythereon, to, but excluding, the date of such redemption. (3) Notice . In determining whether the Holders of redemption at least 90.00% of the aggregate principal amount of the Outstanding Bonds have validly tendered and not validly withdrawn such Bonds in a tender offer, the Bonds 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 sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes deemed to be redeemed at its registered address. The notice of redemption outstanding for the Notes will state, among other things, the amount purposes of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch tender offer.

Appears in 1 contract

Sources: Indenture (Transocean Ltd.)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem some or all of the Notes shall be redeemable in whole at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, time at a redemption price as calculated by the Company equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the applicable Redemption Date: (a) 100% of the principal amount of the Notes to be redeemed; or or (b) the sum of the present values of the principal amount and the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of payments of interest accrued to as of the date of redemptionapplicable Redemption Date), discounted to the date of redemption applicable Redemption Date on a semi-annual basis at a rate equal to the sum of the Treasury Rate plus 0.15%; provided, that, if the Company redeems the Notes on or after July 1, 2023 (three months prior to the maturity date of the Notes), the redemption price for those Notes will equal 100% of the principal amount of the Notes to be redeemed. The redemption price of Notes to be redeemed under this Section 2.08 will be calculated assuming a 360-day year consisting of twelve 30-day months. The Company will provide (or direct the Trustee to provide) at the then current Treasury Rate plus 50 basis pointsnotice of any redemption of Notes, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 30 days but not more than 60 days before the redemption date applicable Redemption Date, to each Holder of record of the Notes to be redeemed at its registered addressas provided in Section 11.2 of the Base Indenture. The notice If the Company redeems fewer than all of redemption for the Notes, and the Notes will state, among other thingsare Global Notes, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment redeemed will be made upon presentation and surrender of selected by the Depositary in accordance with its procedures. If the Notes to be redeemedredeemed are not Global Notes, the Trustee will select the particular Notes to be redeemed by lot, on a pro rata basis, or by another method the Trustee deems fair and appropriate. Unless the Company defaults in the payment of the redemption price, on and after the applicable Redemption Date, interest will cease to accrue on any the Notes that have been called for redemption at the redemption date. If fewer than all or portions of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: First Supplemental Indenture (Cummins Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime before the Par Call Date, the Company may redeem the 2050 Notes, in whole or in part, at the Company’s option, upon not less than 10 nor more than 30 days’ prior to the Par Call Datenotice, at a redemption price as calculated by the Company equal to the greater of: : (a1) 100% of the aggregate principal amount of any 2050 Notes being redeemed, and (2) as determined by the Notes to be redeemed; or (b) Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Remaining Scheduled Payments discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day monthsmonths or, in the case of an incomplete month, the number of days elapsed) at the then current Treasury Rate Rate, plus 50 basis points, plustogether with, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any interest on the principal amount being of the 2050 Notes to be redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDate of the 2050 Notes, the Company shall pay an amount 2050 Notes will be redeemable in whole at any time or in part, from time to time, at the Company’s option, upon at least 10 days’ but no more than 30 days’ prior notice, at a price equal to 100% of the principal amount of the 2050 Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 Redemption Date. The 2050 Notes are also redeemable by the Company, in whole but not more than 60 days before the redemption date to each Holder of record in part, at 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the principal amount of the 2050 Notes plus any accrued and unpaid interest to be redeemedthe Redemption Date (including any Additional Amounts) at the Company’s option at any time prior to their maturity if, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes due to be redeemed. Unless a Change in Tax Law: (i) the Company defaults in the payment of the redemption priceor any Guarantor, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures Supplemental Indenture No. 7, has, or would, become obligated to pay any Additional Amounts to the Holders of DTC. The Trustee shall have no the 2050 Notes; (ii) in the case of any Guarantor, (A) the Parent would be unable, for reasons outside its control, to procure payment by the Company or any other Guarantor or (B) the procuring of such payment by the Company and each such other Guarantor would be subject to withholding taxes imposed by a Relevant Taxing Jurisdiction; and (iii) such obligation cannot otherwise be avoided by such Guarantor, the Parent or the Company, taking reasonable measures available to calculate any redemption price or premiumit.

Appears in 1 contract

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

Optional Redemption. (1a) Except as set forth Prior to the applicable Par Call Date in clause (2) belowrespect of a series of Notes, the Company may redeem the Notes shall be redeemable of such series of Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would on the Notes of such series of Notes to be due if redeemed discounted to the Redemption Date (assuming such Notes matured on the applicable Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 (x) 15 basis pointspoints (in the case of the 2030 Notes) and (y) 25 basis points (in the case of the 2035 Notes), less (b) interest accrued to, but not including, the Redemption Date, and (2) 100% of the principal amount of the Notes of such series to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on On or after the applicable Par Call DateDate in respect of a series of Notes, the Company shall pay an amount may redeem the Notes of such series of Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excludingnot including, the date of redemptionRedemption Date. (3c) Notice of redemption The Company’s actions and determinations in determining the Redemption Price shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption conclusive and binding for the Notes will stateall purposes, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCabsent manifest error. The Trustee shall have no obligation to calculate any determine the redemption price or premiumto verify the calculation of the redemption price. (d) In the case of a partial redemption of a series of Notes, selection of the Notes of such a series of Notes for redemption will be made pro rata or by lot, subject to the last sentence of this Section 3.1(d). No Notes of a principal amount of $2,000 or less will be redeemed in part. If the Notes of any series of Notes are to be redeemed in part only, the notice of redemption that relates to such Notes will state the portion of the principal amount of such Notes to be redeemed. A new Note of such series of Notes in a principal amount equal to the unredeemed portion of the Notes of such series of Notes will be issued in the name of the Holder of the Note of such series of 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 such Depositary. (e) Unless the Company defaults in payment of the Redemption Price or any conditions precedent described in the notice of redemption are not satisfied or waived and the notice of redemption is rescinded in accordance with Section 1104 of the Base Indenture, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.

Appears in 1 contract

Sources: First Supplemental Indenture (Viper Energy, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) belowAt the Issuer’s option, the Notes shall may be redeemable redeemed, in whole or in part, at any time or in part and from time to time, at the Company’s optionprior to November 15, 2033 (three months prior to the stated maturity of the Notes (the “Par Call Date”; and the date of any such redemption a “Redemption Date”)), at a redemption price (the “Redemption Price”) (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bx) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes being redeemed discounted to the Redemption Date (assuming the Notes being redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints less (y) interest accrued to, but excluding, the Redemption Date, and (b) 100% of the principal amount of the Notes being redeemed on the relevant Redemption Date, plus, in each of the case cases of clauses (a) and (b)) above, accrued and unpaid interest, if any interest on the amount Notes being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes such Redemption Date. Any time on or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, interest on the Notes being redeemed to, but excluding, the date Redemption Date. For purposes of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before determining the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Price, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes following definitions are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.applicable:

Appears in 1 contract

Sources: First Supplemental Indenture (Cardinal Health Inc)

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Company shall have the right, at its option, to redeem the Notes shall be redeemable in whole or in part at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal provided herein and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at Notes. At least 10 30 days but not more than 60 days before a Redemption Date, the Company shall mail a notice of redemption by first class mail to the Holder at such Holder's registered address. Each notice for redemption shall identify the principal amount of the Note to be redeemed and shall state: 1. the Redemption Date; 2. the Redemption Price; 3. the name and address of the Paying Agent; 4. that the Note called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; 5. that, unless the Company defaults in making the redemption date to each Holder of record payment, interest on the principal amount of the Notes called for redemption ceases to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the Redemption Price upon surrender to the Paying Agent of the Notes redeemed; 6. if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed at its registered addressand that, after the Redemption Date, and upon surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued; and 7. The notice of redemption for if fewer than all the Notes will state, among other thingsare to be redeemed, the identification of the particular Notes (or portion thereof) to be redeemed, as well as the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price redeemed and the place or places that payment will be made upon presentation and surrender aggregate principal amount of Notes to be redeemedoutstanding after such partial redemption. (b) Once notice of redemption is mailed in accordance with Section 1.4(a), Notes (or any part thereof) called for redemption become due and payable on the Redemption Date and at the Redemption Price. Unless Upon surrender to the Paying Agent, such Notes (or any part thereof) called for redemption shall be paid at the Redemption Price. (c) On or before the Redemption Date, the Company shall deposit with the Paying Agent United States dollars sufficient to pay the Redemption Price of all Notes (or part thereof) to be redeemed on that date (other than Notes or any part thereof called for redemption on that date which have been delivered to the Paying Agent for cancellation). The Paying Agent shall promptly return to the Company any United States dollars so deposited which are not required for that purpose upon the written request of the Company. (d) If the Company complies with the preceding paragraph, then, unless the Company defaults in the payment of the redemption pricesuch Redemption Price, interest on the Notes (or any part thereof) to be redeemed will cease to accrue on any Notes that have been called for redemption at and after the redemption date. If fewer than all of the applicable Redemption Date, whether or not such Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof presented for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpayment.

Appears in 1 contract

Sources: Note Purchase Agreement (Showbiz Pizza Time Inc)

Optional Redemption. (a) The Notes are subject to redemption upon not less than 30 nor more than 60 days’ notice mailed to each Holder of such Notes to be redeemed at its address appearing in the Register, prior to September 1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole 2019 at any time in whole or in part from time to timepart, at the Company’s option, prior to election of the Par Call Date, Company at a redemption price as calculated by (the Company “Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of the Notes to be being redeemed; or or (bii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), being redeemed discounted to the date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 basis points, ; plus, in the case of clauses for (ai) and or (b)ii) above, whichever is applicable, accrued and unpaid interest, if any interest on the amount being redeemed such Notes to, but excluding, the date of redemption. (2b) Under the procedures set forth above in Section 3.01(a), the Redemption Price payable upon the optional redemption prior to September 1, 2019, with respect to any Notes called for redemption shall be determined by calculating the present value at that time of each remaining payment of principal of or interest on such Notes and then totaling those present values. If the Company elects sum of those present values is equal to redeem or less than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be 100% of its principal amount (redemption at par). If the sum of the present values is greater than 100% of the principal amount of the Notes called for redemption, the Redemption Price of such Notes shall be that greater amount (redemption at a premium). In no event may any Notes be redeemed optionally at less than 100% of their principal amount. The Redemption Price will be calculated by the Quotation Agent and the Company, the Trustee and any Paying Agent of the Notes to be redeemed will be entitled to rely on such calculation without need for further verification. (c) At any time on or after the Par Call DateSeptember 1, 2019, the Company shall pay an amount Notes will be redeemable in whole or in part, at the election of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest on the Notes to be redeemed to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Indenture (DPL Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time The Securities of this series are subject to time, redemption at the Company’s option, prior at any time and from time to the Par Call Datetime, in whole or in part, at a redemption price as calculated by the Company Redemption Price equal to the greater of: of (ai) 100% of the principal amount of the Notes Securities to be redeemed; or redeemed plus accrued and unpaid interest thereon to the Redemption Date, and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Securities to be redeemed (assuming that would be due if the Notes such Securities matured on the Par Call Date (Date) exclusive of interest accrued to to, but excluding, the date of redemption)Redemption Date, discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-30 day months) at the then current applicable Treasury Rate (as defined below) plus 50 15 basis points, plus, in the case of clauses (a) and (b), points plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, the date Redemption Date. Notwithstanding the foregoing, if the Securities of redemption. (2) If the Company elects to redeem any Notes this series are redeemed on or after the Par Call Date, the Company shall pay an amount equal to Redemption Price will be 100% of the principal amount of the Notes redeemed, Securities of this series to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date Redemption Date. For purposes of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before determining the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the optional redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes following definitions are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.applicable:

Appears in 1 contract

Sources: Sixth Supplemental Indenture (EQT Corp)

Optional Redemption. (1a) Except as set forth in clause (2) belowPrior to the First Call Date, the Notes Company shall be redeemable have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Datepart, at a redemption price as calculated by the Company equal to the greater of: of (a1) 100% of the principal amount of the such Notes to be redeemed; or and (b2) the sum of the present values value of the redemption price of the Notes to be redeemed on the First Call Date plus each remaining scheduled payments payment of principal and interest thereon that would be due if during the Notes matured on period between the Par Redemption Date and the First Call Date (exclusive of interest accrued to to, but not including, the date of redemption), in each case, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis pointspoints (the “Make-Whole Amount”), plus, in the case of clauses (a) and (b)each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any on the amount being redeemed any, to, but excludingnot including, the date of redemptionredemption and any deferred interest and arrears of interest and any Additional Amounts thereon. (2b) If On (i) any day during the Company elects to redeem period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and (ii) on any Notes on or after the Par Call DateInterest Payment Date thereafter, the Company shall pay have the right to redeem all, but not less than all, of the Notes at the option of the Company (an amount “Optional Redemption”), at a redemption price equal to 100% of the principal amount of the Notes redeemedto be redeemed plus, plus in each case, any accrued and unpaid interestinterest on the principal amount of the Notes, if any, to, but excludingnot including, the date of redemption. redemption and any deferred interest and arrears of interest and any Additional Amounts thereon upon giving not less than ten (310) Notice of redemption shall be sent at least 10 but and not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The sixty (60) calendar days’ irrevocable notice of redemption for to the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price Trustee and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumHolders as set forth under Section 9.01.

Appears in 1 contract

Sources: Indenture (Cemex Sab De Cv)

Optional Redemption. (1) Except as set forth in clause (2) belowIn accordance with Section 3.01 of the Indenture, the Notes shall be redeemable are subject to redemption, in whole or in part, at any time and or in part from time to time, at the Company’s option, prior to February 1, 2032 (the Par Call Date”), at the option of the Company, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints less (b) interest accrued to the date of redemption and (2) 100% of the principal amount of the Notes being redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on redemption date. On or after the Par Call Date, the Company shall pay an amount Notes are subject to redemption, in whole or in part, at any time and from time to time, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, interest to the date of redemption. (3) redemption date. Notice of redemption shall will be sent mailed at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its his registered address. The Notes in denominations larger than $2,000 principal amount may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of, which shall include accrued interest on, all Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Notes (or such portions thereof) called for redemption. Notice of any redemption of the Notes may, at the Company’s discretion, be given subject to one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice (i) shall describe each such condition, (ii) shall state that, in the Company’s discretion, the redemption date may be postponed (including more than 60 days after the notice of redemption for was delivered) until such time as any or all such conditions have been satisfied (or waived by the Notes will state, among other things, Company) and (iii) may be rescinded in the amount of Notes to be redeemed, event that any or all such conditions shall not have been satisfied or otherwise waived by the redemption date. The Company shall notify Holders of any such rescission or postponement as soon as practicable after the Company determines that it will not be able to satisfy or otherwise waive such conditions precedent. 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, plus accrued and unpaid interest to the redemption date. In addition, such notice may provide that payment of the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment performance of the Company’s obligations with respect to such redemption price, interest will cease to accrue on any Notes that have been called for redemption at may be performed by another person. For the redemption date. If fewer than all purpose of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.foregoing:

Appears in 1 contract

Sources: Second Supplemental Indenture (Labcorp Holdings Inc.)

Optional Redemption. (a) At any time prior to October 1) Except as set forth in clause (2) below, 2027, the Issuer may redeem the Notes shall be redeemable in accordance with Article 11 of the Base Indenture, as amended by this Supplemental Indenture, in whole at any time or in part from time to timepart, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or , or (bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive not including any portion of such payments of interest accrued and unpaid to the date of redemption), discounted to the date of fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any interest on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedbeing redeemed to, but not including, the date fixed for redemption. (b) On or after October 1, 2027, the Issuer may redeem the Notes, in whole or in part, at its option, at the redemption prices set forth below (expressed in percentages of principal amount of such Notes being redeemed on the date fixed for redemption), plus accrued and unpaid interest, if any, interest on the principal amount of such Notes being redeemed to, but excludingnot including, the date fixed for redemption, if redeemed during the 12-month period commencing on October 1 of redemption.the years set forth below: 2027 103.000 % 2028 101.500 % 2029 and thereafter 100.000 % (3c) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company Issuer defaults in the on payment of the redemption price, interest will cease to accrue on any the Notes that have been or portions thereof called for redemption at on and after the redemption datedate fixed for redemption. If fewer than all of the Notes are to be redeemed at any timeredeemed, the Trustee will select, not more than 45 60 days prior to the redemption datedate fixed for redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called by such method as the Trustee deems fair and appropriate (or, in the case of Notes issued in global form, by such method as DTC may require). The redemption price pursuant to Section 3.01(a) shall be selected calculated by the Independent Investment Banker and the Issuer, the Trustee and any Paying Agent for the Notes shall be entitled to rely on such calculation. The redemption price will otherwise be determined in accordance with the procedures of DTC. The table in Section 3.01(b), and the Trustee shall have no obligation duty to calculate or verify any calculation of any redemption price or premiumprice.

Appears in 1 contract

Sources: Seventh Supplemental Indenture (Murphy Oil Corp)

Optional Redemption. Except pursuant to Section 3.07(a), (1b) Except as set forth in clause or (2c) belowherein, the Notes shall will not be optionally redeemable in whole at by the Issuers; provided, however, the Issuers may acquire the Notes by means other than an optional redemption. (a) At any time or in part and from time to timetime prior to December 15, at the Company’s option, 2030 (one month prior to the maturity date (the “Par Call Date”)), the Issuers may redeem some or all of the Notes at a redemption price as calculated by the Company equal to the greater of: (a) 100100.000% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, plus the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedApplicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or after the Par Call Date, the Issuers may redeem some or all of the Notes at a redemption price equal to 100.000% of the principal amount of the Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Notwithstanding anything in this Section 3.07 to the contrary, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered Holders as of redemptionthe close of business on the relevant record date according to the Notes and this Indenture. (3b) Notice In the event that Holders of redemption not less than 90% in aggregate principal amount of the then-outstanding Notes accept a Change of Control Offer and the Issuers (or any third party making such Change of Control Offer in lieu of the Issuers as described in Section 4.07) purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party shall be sent at least have the right, upon not less than 10 but nor more than 60 days’ prior notice, given not more than 60 days before following the redemption date Change of Control Payment Date relating to each Holder the Change of record of the Notes Control Offer described above, to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than redeem all of the Notes are that remain outstanding following such Change of Control Payment Date 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 excluding, the date of repurchase. In determining whether the holders of not less than 90% in aggregate principal amount of the then-outstanding Notes accept a Change of Control Offer, Notes owned by an Affiliate of the Issuers shall be deemed to be redeemed at any time, not more than 45 days prior to outstanding for the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures purposes of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch Change of Control Offer.

Appears in 1 contract

Sources: Indenture (Coty Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) belowAt its option, the Notes shall be redeemable in whole Issuer at any time prior to the Par Call Date (as defined in paragraph 5 of the form of Note attached as Exhibit A), may choose to redeem all or in part any portion of the Notes, at once or from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: of (ai) 100% of the principal amount of the such Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be have been due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate (as defined in paragraph 5 of the form of Note attached as Exhibit A), plus 50 45 basis points, plus, in the either case of clauses (a) and (b), accrued and unpaid interest, if any any, to the Redemption Date (subject to the right of Holders on the amount being redeemed to, but excluding, relevant record date to receive interest due on the date of redemptionrelevant interest payment date). (2b) If At its option, the Company elects to redeem Issuer at any Notes time on or after the Par Call Date, may choose to redeem all or any portion of the Company shall pay an amount Notes, at once or from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedsuch Notes, plus accrued and unpaid interest, if any, to, but excluding, to the Redemption Date (subject to the right of Holders on the relevant record date of redemptionto receive interest due on the relevant interest payment date). (3c) Notice Notwithstanding any contrary provisions in Sections 3.02 or 3.03 of the Base Indenture: (A) Any notice of redemption of the Notes shall be sent at least given not less than 10 but not days nor more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption datedate fixed for redemption, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected otherwise in accordance with the procedures Base Indenture. (B) Any redemption of DTCthe Notes may, at the Issuer’s discretion, be conditioned on the satisfaction or waiver of one or more conditions, including a sale of securities or other financing, in each case as specified in the notice of redemption in reasonable detail. A notice of conditional redemption will be of no effect unless all conditions to the redemption have occurred on or before the Redemption Date or have been waived by the Issuer on or before the Redemption Date. The Trustee Issuer shall have provide notice of any waiver of a condition or failure to meet such conditions no obligation to calculate later than the Redemption Date. (d) Except as provided above, any redemption price or premiumof the Notes shall be made pursuant to the provisions of Sections 3.01 through 3.03 of the Base Indenture. The actual redemption price, calculated as provided in this Section 4.01 and paragraph 5 of the form of Note attached as Exhibit A hereto, shall be certified in writing to the Trustee by the Issuer no later than two Business Days prior to each Redemption Date.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Boardwalk Pipeline Partners, LP)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Issuer may redeem all or, the Notes shall be redeemable in whole at any time or in part from time to time, a part of the Notes, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes plus accrued interest to the redemption date, plus the excess of: (a) as determined by the calculation agent (which shall initially be redeemed; or (b) the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date (exclusive being redeemed not including any portion of such payment of interest accrued to on the date of redemption), from the redemption date to the maturity date, discounted to the redemption date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Bund Rate plus 50 basis points, plus, in the case of clauses (a) and ; over (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes being redeemed. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, plus the accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but excludingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the date of redemption. (3) Notice of Trustee will select the Notes for redemption shall be sent at least 10 but not more than 60 days before in compliance with the redemption date to each Holder of record requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then by lot, on a pro rata basis, or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of €1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed at its registered address. The in part only, the notice of redemption for relating to that Note will state the Notes will state, among other things, portion of the principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes thereof to be redeemed. Unless A new Note in principal amount equal to the Company defaults unredeemed portion thereof will be A-6 Table of Contents issued and delivered to the Trustee, or in the payment case of Definitive Notes, issued in the name of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all Holder thereof upon cancellation of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumoriginal Note.

Appears in 1 contract

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

Optional Redemption. (1a) Except as set forth otherwise may be specified in clause this First Supplemental Indenture and in the Notes, Article Eleven of the Original Indenture shall be applicable to the Notes. (2b) belowPrior to May 1, 2021, the Notes Issuer shall be redeemable have the right to redeem the Notes, in whole or in part, at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by (the Company “Optional Redemption Price”) equal to the greater of: : (ai) 100% of the principal amount of plus accrued and unpaid interest to, but excluding, the Notes to be redeemedRedemption Date; or and (bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2c) If On or after May 1, 2021, the Company elects Issuer shall have the right to redeem the Notes, in whole or in part, at any Notes on time or after from time to time, at the Par Call DateIssuer’s option, the Company shall pay for an amount in cash equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest, if any, interest on the principal amount being redeemed to, but excluding, the date of redemptionRedemption Date. (3d) Notice The Issuer will mail notice of such redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered holders of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer not less than all of the Notes are to be redeemed at any time, not 30 nor more than 45 60 days prior to the redemption dateRedemption Date. If Notes are only partially redeemed pursuant to this Section 1.6, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall to be redeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, that if at the time of redemption the Notes to be redeemed are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the procedures principal amount of DTCthe Notes to be redeemed held by each of its participants that holds a position in such Notes. The Optional Redemption Price shall be paid prior to 12:00 noon, New York time, on the Redemption Date or at such later time on such date as is then permitted by the rules of the Depository for the Notes (if then registered as a Global Note); provided, that the Issuer shall deposit with the Trustee shall have no obligation an amount sufficient to calculate any redemption price or premiumpay the Optional Redemption Price by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid.

Appears in 1 contract

Sources: First Supplemental Indenture (Equifax Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole or in part, at its option, at any time or in part from time to timetime prior to maturity on at least 30 days, at the Company’s optionbut not more than 60 days, prior notice electronically delivered or mailed to the Par Call registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before May 15, at a 2020, the redemption price as calculated by the Company will be equal to the greater of: : (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or or (bii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due if after the Notes matured on the Par Call related Redemption Date (but for such redemption, exclusive of interest accrued to and unpaid to, but not including, the date of redemption)Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the then current Treasury Rate plus 50 30 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of clauses (ai) and or (bii), accrued and unpaid interest, if any on the amount being redeemed interest thereon to, but excludingnot including, the date of redemption. (2) If the Company elects to redeem Redemption Date. At any Notes time on or after the Par Call DateMay 15, 2020, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but excludingnot including, the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Third Supplemental Indenture (Juniper Networks Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, The Issuer may redeem the Notes shall be redeemable in whole of either or ------------------- both series at any time at the option of the Issuer, in whole or in part from time to time, at the Company’s option, prior to the Par Call Datetime in part, at a redemption price as calculated by the Company equal to the greater of: (a) 100% Redemption Price. If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the security register for the Notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed; . If all or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount less than all of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes any series are to be redeemed at its registered address. The the option of the Issuer, the Issuer will notify the Trustee at least 45 days prior to giving notice of redemption for (or such shorter period as is satisfactory to the Notes will state, among other things, Trustee) of the aggregate principal amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes of any series are to be redeemed at any timeredeemed, not more and their Redemption Date. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 45 60 days prior to the redemption datedate of redemption, the particular Notes to be redeemed in whole or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Appears in 1 contract

Sources: First Supplemental Indenture (Liberty Property Limited Partnership)

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Company on September 1, prior to the Par Call Date2017 or on any Interest Payment Date thereafter, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on interest to the amount being redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 5.01(a) of this Supplemental Indenture on September 1, plus accrued and unpaid interest2017 or any Interest Payment Date thereafter, if any, to, but excluding, at least 45 days prior to the date of redemption. Redemption Date (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, (iv) the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. (v) a Board Resolution. (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis or on as nearly a pro rata basis as is practicable. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $25 or integral multiples of $25 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral multiple of $25, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the redemption date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch Holder’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, not if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.8 of the Base Indenture; (iv) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (v) the name and address of the Paying Agent; (vi) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vii) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date; (viii) if such notice is conditioned upon the occurrence of one or more than conditions precedent, the nature of such conditions precedent; (ix) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (x) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch notice as provided in this Section 5.01.

Appears in 1 contract

Sources: First Supplemental Indenture (WSFS Financial Corp)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, its option prior to the Par Call Maturity Date. (b) If the Notes are redeemed prior to August 15, at a 2026, the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or , and (bii) an amount equal to the sum of the present values value of (A) the payment on August 15, 2026 of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through August 15, 2026 of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of excluding accrued and unpaid interest accrued to the date of redemption), discounted to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 50 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call DateAugust 15, 2026, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date. (3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an Equity Offering or other corporate transaction. (d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice of in the manner described under Section 3.02 hereof. (e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this Section 3.07 shall be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Holdings, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) below, the Each series of Notes shall be redeemable in whole redeemable, at the option of the Company, at any time or in part and from time to time, in whole or in part, on not less than 15 nor more than 60 days’ prior notice mailed to the Holders of the Notes of such series, with a copy provided to the Trustee at the Company’s option, prior Redemption Prices set forth below. (a) Prior to the Par Call Date, each series of Notes shall be redeemable at a redemption price as Redemption Price, to be calculated by the Company Company, equal to the greater of: : (ai) 100% of the principal amount of the such Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of not including interest accrued to the date of redemption), ) to the Par Call Date for such series of Notes discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, points with respect to the 2030 Notes and 30 basis points with respect to the 2050 Notes; plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any interest on the amount being Notes to be redeemed to, but excluding, the date of redemptionRedemption Date. (2b) If the Company elects to redeem At any Notes time on or after the relevant Par Call Date, each series of Notes shall be redeemable at the Company shall pay an amount Company’s option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest on the Notes to be redeemed to, but excluding, the date of redemptionRedemption Date. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Third Supplemental Indenture (J M SMUCKER Co)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, its option prior to the Par Call Maturity Date. (b) If the Notes are redeemed prior to December 15, at a 2025, the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (ai) 100% of the aggregate principal amount of the Notes to be redeemed; or , and (bii) an amount equal to the sum of the present values value of (A) the payment on December 15, 2025 of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through December 15, 2025 of principal and interest thereon that would be due if on the Notes matured on the Par Call Date to be redeemed (exclusive of excluding accrued and unpaid interest accrued to the date of redemption), discounted to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 50 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call DateDecember 15, 2025, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date. (3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an Equity Offering or other corporate transaction. (d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice of in the manner described under Section 3.02 hereof. (e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this Section 3.07 shall be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Holdings, Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) belowThe Company may redeem either series of the Notes, the Notes shall be redeemable in whole or in part, in the case of the 2019 Notes, at any time or prior to their maturity, and in part from time to timethe case of the 2027 Notes, at the Company’s option, any time prior to the Par Call Date, at a redemption price as calculated by the Company Redemption Price equal to the greater of: : (ai) 100% of the principal amount of the Notes of the series to be redeemed; or , and (bii) the sum sum, as determined by a Quotation Agent, of the present values of the remaining scheduled payments of principal and interest thereon on the Notes of such series to be redeemed (excluding any portion of such payments of interest accrued as of the Redemption Date and assuming, in the case of the 2027 Notes, that would be due if the such Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Adjusted Treasury Rate Rate, plus 50 10 basis points, plus, in the case of clauses (a) the 2019 Notes, and (b)15 basis points, in the case of the 2027 Notes. plus, in each case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excludingnot including, the date Redemption Date; provided that the principal amount of redemptiona Note remaining outstanding after redemption in part shall be $2,000 or an integral multiple of $1,000 in excess thereof. (2b) If the Company elects to redeem At any Notes time on or and after the Par Call Date, the Company shall pay an amount may redeem the 2027 Notes at the Company’s option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, interest to, but excludingnot including, the date of redemptionRedemption Date. (3c) Notice Notwithstanding anything to the contrary in the Base Indenture, in the case of any redemption shall be sent at the election of the Company of less than all the Notes of either series, the Company shall, at least 10 but not more than 60 days before prior to the date on which the Company mails the notice of redemption date to each Holder holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of record the applicable Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed at its registered address. The redeemed. (d) Notwithstanding anything to the contrary in the Base Indenture, (i) notice of redemption for shall be delivered not less than 15 nor more than 60 days prior to the Notes will stateapplicable Redemption Date, among other things, the amount to each Holder of Notes to be redeemed, at such Holder’s address appearing in the redemption date, Security Register and (ii) an Officers’ Certificate specifying the actual redemption price and shall be sent to the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer Trustee no later than all of the Notes are to be redeemed at any time, not more than 45 days two Business Days prior to the redemption dateRedemption Date. (e) For purposes of this Section 3.01, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.following definitions are applicable:

Appears in 1 contract

Sources: First Supplemental Indenture (Medtronic PLC)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 30 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Second Supplemental Indenture (Vmware, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to March 1, 2024 (3 months prior to the Par Call Maturity Date), the Company shall pay a redemption price equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed, and (ii) the sum of the present values of the Remaining Scheduled Payments of the Securities to be redeemed on the date of redemption, discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL(ICMA)) at the Comparable Government Bond Rate, plus 25 basis points, plus, accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, on or after March 1, 2024 (3 months prior to the Maturity Date), the Company may redeem the Securities, in whole at any time or in part from time to time, at its option, on at least 15 days but no more than 60 days prior written notice mailed or sent electronically to the registered holders of the Securities to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall date. Any redemption or notice may, at the Company’s discretion, be sent subject to one or more conditions precedent and, at least 10 but not more than 60 days before the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied. The Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of record of the Notes to be redeemed at its registered address. The Securities in the same manner in which the notice of redemption for was given. If less than all of the Notes will state, among other things, the amount of Notes Securities are to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes Securities to be redeemed. Unless redeemed shall be selected by the Company defaults Trustee by a method the Trustee deems to be fair and appropriate or, in the payment event that the Securities are represented by one or more Global Notes, beneficial interests therein shall be selected for redemption by Clearstream and Euroclear in accordance with their respective applicable procedures therefor. If the Securities are listed on any national securities exchange, Euroclear or Clearstream will select Securities in compliance with the requirements of the redemption priceprincipal national securities exchange on which the Securities are listed. Notwithstanding the foregoing, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer if less than all of the Notes Securities are to be redeemed at any timeredeemed, not more than 45 days prior to the redemption date, the particular Notes no Securities of a principal amount of €100,000 or portions thereof for redemption from the outstanding Notes not previously called less shall be selected redeemed in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumpart.

Appears in 1 contract

Sources: Third Supplemental Indenture (Warner Chilcott LTD)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, at the Company’s option, time prior to the Par Call Date, the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: : (a1) 100% of the principal amount of the Notes to be redeemed; or , and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) (assuming for this purpose that the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Date) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate Yield plus 50 30 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest Payment Date. (2b) If the Company elects At any time and from time to redeem any Notes time on or after the Par Call Date, the Company shall pay an amount may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of redemption. (3c) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected redeemed on a pro rata basis in accordance with Section 11.3 of the Base Indenture. (d) Any redemption of Notes pursuant to this Section 3.2 that is in part processed through DTC shall be treated in accordance with the rules and procedures of DTCDTC as a “Pro Rata Pass-Through Distribution of Principal” (as defined under such rules and procedures). The Trustee Except to the extent modified by this Supplemental Indenture, the provisions of Article 11 of the Base Indenture shall have no obligation apply to calculate redemptions of Notes pursuant to this Section 3.2. (e) In addition to the Company’s right to redeem Notes as set forth above in this Section 3.2, the Company may at any redemption price time and from time to time purchase Notes in open market transactions, tender offers or premiumotherwise.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Cit Group Inc)

Optional Redemption. (1) Except as set forth in clause (2) belowPrior to the Par Call Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Notes Redemption Date (assuming the notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis pointspoints less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, to, but excluding, interest thereon to the date Redemption Date. The Company will cause the notice of redemption. any redemption to be mailed or electronically delivered (3or otherwise transmitted in accordance with the Depositary’s procedures) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed not less than 10 nor more than 60 days prior to the Redemption Date. Any notice may, at the discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such condition precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date (including as it may be postponed). In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its registered addresssole discretion deems appropriate and fair. The No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption for that relates to the Notes Note will state, among other things, state the portion of the principal amount of Notes the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another Depositary), the redemption date, of the redemption price Notes shall be done in accordance with the policies and procedures of the place or places that payment will be made upon presentation and surrender of Notes to be redeemedDepositary. Unless the Company defaults in the payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption. The price for any redemption pursuant to Section 3.01 of the Fifth Supplemental Indenture and this Section 1 of this Note shall be paid prior to 12:00 noon, New York City time, on the applicable Redemption Date or at such later time as is then permitted by the rules of the Depositary applicable to the Notes (if then registered as Global Notes); provided, that the Company shall deposit with the Trustee or the Paying Agent an amount sufficient to pay the applicable redemption price by 10:00 a.m., New York City time, on the date such redemption price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or a portion thereof) to be redeemed on the applicable Redemption Date is deposited with the Trustee or the Paying Agent on or before such Redemption Date as provided herein and in the Indenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption at redemption. The Company’s actions and determinations in determining the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called price shall be selected in accordance with conclusive and binding for all purposes, absent manifest error. Neither the procedures of DTC. The Trustee nor any Paying Agent shall have no any obligation to calculate any redemption price or premiumany component thereof in respect of the Notes, and the Trustee and each Paying Agent shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.

Appears in 1 contract

Sources: Fifth Supplemental Indenture (Danaher Corp /De/)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to time, at the Company’s option, time prior to November 16, 2023 (the Par Call Date”), the Company may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: : (a1) 100% of the principal amount of the Notes to be redeemed; or , and (b2) the sum of the present values of the remaining scheduled payments of principal and interest thereon on the Notes to be redeemed that would be due if after the related redemption date but for such redemption (exclusive of interest accrued to the redemption date) (assuming for this purpose that the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemptionDate), discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate Yield plus 50 30 basis points, ; plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption, subject to the rights of Holders of such Notes on a relevant record date to receive interest due on a relevant Interest Payment Date. (2b) If the Company elects At any time and from time to redeem any Notes time on or after the Par Call Date, the Company shall pay an amount may redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice to each holder of Notes to be redeemed, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, to (but excluding, not including) the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before . In addition to the redemption date Company’s right to each Holder of record redeem Notes as set forth in Section 3.2 of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsSupplemental Indenture, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed may at any timetime and from time to time purchase Notes in open market transactions, not more than 45 days prior to the redemption date, the particular Notes tender offers or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumotherwise.

Appears in 1 contract

Sources: Eighth Supplemental Indenture (Cit Group Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100On or after the one year anniversary of the Issue Date, the Company may, at its option, redeem all or a part of the New Second Lien Non-Convertible Notes upon not less than ten (10) nor more than sixty (60) days’ notice, for cash at 40% of the principal amount of the New Second Lien Non-Convertible Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the principal amount of the New Second Lien Non-Convertible Notes redeemed, to, but excludingnot including, the applicable redemption date (subject to the rights of redemptionHolders of New Second Lien Non-Convertible Notes on the relevant record date to receive interest due on the relevant Interest Payment Date if the New Second Lien Non-Convertible Notes have not been redeemed prior to such date). (3b) Notice On or after the one year anniversary of redemption shall be sent the Issue Date, the Company may, at its option, redeem all or a part of the New Second Lien Convertible Notes upon not less than forty-five (45) nor more than sixty-five (65) days’ notice, if the Last Reported Sale Price of the Common Stock has been at least 10 but 130% of the conversion price then in effect for at least 20 Trading Days (whether or not more than 60 days before consecutive) during any thirty (30) consecutive Trading Day period (including the last Trading Day of such period) ending on, and including the Trading Day immediately preceding the date on which the Company provides notice of redemption, at the redemption date price equal to each Holder of record 100% of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the principal amount of the New Second Lien Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the New Second Lien Convertible Notes redeemed, to, but not including, the applicable redemption date (subject to the rights of Holders of the New Second Lien Convertible Notes on the relevant record date to receive interest due on the relevant Interest Payment Date if the New Second Lien Convertible Notes have not been redeemed prior to such date), unless the redemption date falls after a regular record date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of accrued and unpaid interest to the Holder of record as of the Close of Business on such regular record date, the redemption price and the place or places that payment Redemption Price will be made upon presentation and surrender equal to 100% of the principal amount of the New Second Lien Convertible Notes to be redeemed. Unless the Company defaults in the payment of the . (c) Any redemption price, interest will cease pursuant to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to this Section 3.07 shall be redeemed at any time, not more than 45 days prior made pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSections 3.01 through 3.06 hereof.

Appears in 1 contract

Sources: Second Lien Indenture (Bed Bath & Beyond Canada L.P.)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company shall have the right to redeem the Securities, the Notes shall be redeemable in whole at any time or in part from time to time, at the Company’s its option, on at least 15 days but no more than 60 days prior written notice mailed to the registered holders of the Securities to be redeemed. Upon redemption of any Securities prior to September 15, 2044 (6 months prior to the Par Call Maturity Date), at the Company shall pay a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes Securities to be redeemed; or , and (bii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of principal and interest thereon that would the Securities to be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption)redeemed, discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current applicable Treasury Rate plus 50 35 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. redemption date. In addition, the Company shall have the right to redeem the Securities on or after September 15, 2044 (3) Notice of redemption shall be sent 6 months prior to the Maturity Date), in whole at any time or in part from time to time, at its option, on at least 10 15 days but not no more than 60 days before prior written notice mailed to the redemption date to each Holder of record registered holders of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes Securities to be redeemed, the redemption date, the at a redemption price and the place or places that payment will be made upon presentation and surrender of Notes equal to be redeemed. Unless the Company defaults in the payment 100% of the redemption priceaggregate principal amount of the Securities being redeemed plus, interest will cease to accrue on any Notes that have been called for redemption at in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date. If fewer than all of Any redemption or notice may, at the Notes are Company’s discretion, be subject to be redeemed one or more conditions precedent and, at any timethe Company’s discretion, not more than 45 days prior to the redemption date, the particular Notes date may be delayed until such time as any or portions thereof for redemption from the outstanding Notes not previously called all such conditions shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsatisfied.

Appears in 1 contract

Sources: Supplemental Indenture (Warner Chilcott LTD)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date. (b) The Issuer shall be redeemable entitled, at its option, to redeem the Notes, in whole or in part, at any time or times, pursuant to and in part from time to time, at accordance with the Company’s option, terms of this paragraph 5. If the Notes are redeemed prior to the Par Call Redemption Date, at a the redemption price as calculated by for the Company Notes to be redeemed will equal to the greater of: (a) 100% of the aggregate principal amount of the Notes to be redeemed; or (b) , and an amount equal to the sum of the present values value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments through the Par Redemption Date of principal and interest thereon that would be due if on the Notes matured to be redeemed (excluding accrued and unpaid interest to the Redemption Date and subject to the right of Holders on the Par Call relevant Record Date (exclusive to receive interest due on the relevant Interest Payment Date) discounted from their scheduled date of interest accrued payment to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the then current Treasury Rate plus 50 25 basis points, points plus, in each of the case of clauses (a) and (b)above cases, accrued and unpaid interest, if any on the amount being redeemed toany, but excluding, the date of redemption. (2) to such Redemption Date. If the Company elects to redeem any Notes are redeemed on or after the Par Call Redemption Date, the Company shall pay an amount redemption price for the Notes to be redeemed will equal to 100% of the principal amount of the such Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemptionto such redemption date. (3c) Notice Any notice of any redemption shall may be sent given prior to the redemption thereof, and any such redemption or notice may, at least 10 the Issuer’s discretion, be subject to one or more conditions precedent, including, but not more limited to, completion of an equity offering or other corporate transaction. (d) If the Issuer redeems less than 60 days before all of the redemption date to each Holder of record of outstanding Notes, the Registrar and Paying Agent shall select the Notes to be redeemed at its registered address. The notice in the manner described under Section 3.02 of the Twenty-Eighth Supplemental Indenture. (e) Any redemption for the Notes will state, among other things, the amount of Notes pursuant to be redeemed, the redemption date, the redemption price and the place or places that payment will this paragraph 5 shall be made upon presentation and surrender pursuant to the provisions of Notes to be redeemed. Unless the Company defaults in the payment Sections 3.01 through 3.06 of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumTwenty-Eighth Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Healthcare, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) belowThe Company may, at its option, redeem the Notes shall be redeemable Notes, in whole or in part, at any time or in part and from time to timetime prior to January 15, at 2052 (the Company’s option, date that is 6 months prior to the Stated Maturity of the principal of the Notes) (the “Par Call Date”), at a redemption price Redemption Price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: of (1) (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 40 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any any, on the amount Notes being redeemed to, but excluding, the date Redemption Date (subject to the right of redemption. (2) If Holders of record on the Company elects relevant Regular Record Date to redeem receive interest due on any Notes Interest Payment Date that is on or prior to the Redemption Date). On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, on the Notes being redeemed to, but excluding, the date Redemption Date (subject to the right of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder Holders of record of on the Notes relevant Regular Record Date to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, receive interest will cease to accrue due on any Notes Interest Payment Date that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days is on or prior to the Redemption Date). Any redemption dateor notice thereof pursuant to Section 2.06 of the Thirty-Ninth Supplemental Indenture may, at the particular Notes Company’s discretion, be subject to one or portions thereof for redemption from the outstanding Notes more conditions precedent, including, but not previously called shall be selected in accordance with the procedures limited to, completion of DTC. The Trustee shall have no obligation to calculate any redemption price an equity offering, other offering, issuance of indebtedness or premiumother transaction or event.

Appears in 1 contract

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

Optional Redemption. (1a) Except The Notes shall not be redeemable prior to September 15, 2026, except as set forth provided below in clause (2Section 4.1(b) below, the of Article IV. The Notes shall be redeemable redeemable, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Corporation beginning with the Interest Payment Date on September 15, prior to the Par Call Date2026 and on any Interest Payment Date thereafter, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date Redemption Date, and any such redemption may be subject to the satisfaction of one or more conditions precedent set forth in the applicable notice of redemption. (2b) If The Corporation may also, at its option, redeem the Notes at any time before the Maturity Date in whole, but not in part, upon the occurrence of a Tax Event, a Capital Event or an Investment Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount Event. Any such redemption will be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, interest to, but excluding, the date Redemption Date, and any such redemption may be subject to the satisfaction of one or more conditions precedent as set forth in the applicable notice of redemption. c) If the Corporation elects to redeem the Notes pursuant to the optional redemption provisions above of Section 4.1(a) or 4.1(b) of Article IV, at least 45 days prior to the Redemption Date (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 90 days before the redemption date Redemption Date, the Corporation shall furnish to each Holder of record the Trustee a Corporation Officers’ Certificate setting forth (1) the applicable section of the Notes Indenture pursuant to be redeemed at its registered address. The notice of which the redemption for shall occur, (2) the Notes will stateRedemption Date, among other things, (3) the principal amount of Notes to be redeemed, the redemption date, (4) the redemption price and (5) a Corporation board resolution approving the place or places that payment will be made upon presentation and surrender redemption. d) In the case of Notes a redemption pursuant to be redeemed. Unless the Company defaults in the payment Section 4.1(a) of the redemption priceArticle IV, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If if fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to and the redemption dateNotes are global securities, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called to be redeemed shall be selected on a lottery basis or by such other method of selection, if any, in accordance with the procedures of DTCthe Depositary. The Trustee shall have promptly notify in writing the Corporation of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in minimum amounts of $1,000 or integral multiples of $1,000 in excess thereof; no obligation Notes of a principal amount of $1,000 or less shall be redeemed in part, except that if all of the Notes of a Holder are to calculate be redeemed, the entire outstanding amount of Notes held by such Holder, even if not equal to $1,000 or an integral multiple of $1,000 in excess thereof, shall be redeemed. Except as provided in the preceding sentence, provisions of the Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. e) Any optional redemption of the Notes will be subject to the receipt of the approval of the Federal Reserve, to the extent then required under applicable laws or regulations, including capital regulations. f) In the case of any redemption, at least 10 days but no more than 60 days before the Redemption Date, the Corporation shall send in accordance with the applicable procedures of the Depository, or if the Notes are not then global securities the Corporation shall mail, or cause to be mailed, a notice of redemption price by first-class mail to each Holder of Notes to be redeemed at such Holder’s registered address appearing on the register; provided that the notice of redemption will be given within 90 days of the effective date of a Tax Event, Capital Event or premium.Investment Company Event. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, if any) and shall state: 10 1) the Redemption Date;

Appears in 1 contract

Sources: Second Supplemental Indenture (Heartland Financial Usa Inc)

Optional Redemption. The Notes of this series are not subject to any sinking fund. Prior to March 30, 2030 (1) Except as set forth in clause (2) belowthree months prior to their maturity date), the Notes shall of this series will be redeemable in whole at any time or in part from time to time, at the option of the Company’s option, in whole or from time to time in part, upon not less than 15 nor more than 60 days’ prior to the Par Call Datenotice, at a redemption price as Redemption Price, calculated by the Company equal pursuant to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and Indenture, together with accrued interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interestthereon, if any on the amount being redeemed any, to, but excluding, the date Redemption Date (subject to the rights of redemption. (2) If holders of record on the Company elects Regular Record Date that is prior to redeem any Notes the Redemption Date to receive interest on the relevant Interest Payment Date). On or after the Par Call DateMarch 30, 2030 (three months prior to their maturity date), the Company shall pay an amount Notes of this series will be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus together with accrued and unpaid interestinterest thereon, if any, to, but excluding, the date Redemption Date (subject to the rights of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder holders of record on the Regular Record Date that is prior to the Redemption Date to receive interest on the relevant Interest Payment Date). If less than all of the Notes of this series are to be redeemed, and such Notes are at the time represented by one or more global security certificates, then the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTCthe Depository. The If less than all of the Notes of this series are to be redeemed, and such Notes are not represented by one or more global security certificates, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee in its sole discretion shall have no obligation deem fair and appropriate. If any Note is to calculate any be redeemed in part only, the notice of redemption price or premiumrelating 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 this Note.

Appears in 1 contract

Sources: Twentieth Supplemental Indenture (Quest Diagnostics Inc)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes The Debentures shall be redeemable in accordance with Article XII of the Base Indenture, except to the extent otherwise provided in this Twelfth Supplemental Indenture. (a) The Company may redeem the Debentures: (i) in whole at any time or in part from time to time, at the Company’s option, prior to the time during a Par Call DatePeriod, at a redemption price as calculated by Redemption Price equal to 100% of the Company principal amount of the Debentures being redeemed, plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; (ii) in whole at any time or in part from time to time on any date that is not within a Par Call Period, at a Redemption Price equal to the greater of: of (ax) 100% of the principal amount of the Notes to be redeemed; or Debentures being redeemed and (by) the sum of the present values of the remaining scheduled payments of principal of and interest thereon that would be due if on the Notes Debentures being redeemed discounted to the Redemption Date (assuming the Debentures matured on the Par Call next following Reset Date (exclusive of interest accrued to the date of redemption“Reference Date”), discounted to the date of redemption ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 forty (40) basis points, plus, in less interest accrued to the case of clauses (a) and (b), Redemption Date; plus any accrued and unpaid interest thereon (including compounded interest, if any on the amount being redeemed any) to, but excluding, the date of redemption.Redemption Date; (2iii) If in whole, but not in part, at any time within 90 days of the Company elects to redeem any Notes on or after the Par Call Dateoccurrence of a Tax Event, the Company shall pay an amount at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, plus any accrued and unpaid interest thereon (including compounded interest, if any, ) to, but excluding, the date Redemption Date; (iv) in whole, but not in part, at any time within 90 days of the occurrence of a Regulatory Capital Event, at a Redemption Price equal to 100% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; or (v) in whole, but not in part, at any time within 90 days of the occurrence of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount plus any accrued and unpaid interest thereon (including compounded interest, if any) to, but excluding, the Redemption Date; provided that no partial redemption pursuant to Section 2.8(a)(i) or Section 2.8(a)(ii) shall be effected (x) unless at least $25 million aggregate principal amount of the Debentures shall remain Outstanding after giving effect to such redemption, (y) if the principal amount of the Debentures shall have been accelerated and such acceleration has not been rescinded or (z) unless all accrued and unpaid interest, including deferred interest (and any Additional Interest thereon), shall have been paid in full on all Outstanding Debentures for all Interest Payment Dates occurring on or before the Redemption Date. (3b) Notice The redemption provisions of redemption Article XII of the Base Indenture shall apply to the Debentures, provided that the Debentures shall be sent at least 10 but not more than 60 days before the subject to partial redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, only in the amount of Notes $2,000 and integral multiples of $1,000 in excess thereof and so long as the Debentures are in the form of Global Debentures, if less than all of the Debentures are to be redeemed, the particular Debentures to be redeemed will be determined by the Depositary in accordance with its applicable procedures. If the Company gives a notice of redemption datein respect of any Debentures, then prior to the Redemption Date, the redemption price Company will: (i) irrevocably deposit with the Trustee or a Paying Agent for the Debentures funds sufficient to pay the applicable Redemption Price of, and (except if the place or places that payment will be made upon presentation and surrender of Notes Redemption Date is an Interest Payment Date) accrued interest on, the Debentures to be redeemed. Unless ; and (ii) give the Trustee or such Paying Agent, as applicable, irrevocable instructions and authority to pay the Redemption Price to the Holders of the Debentures upon surrender of the Global Debenture (subject to the applicable procedures of the Depositary) or such other certificates as the Company defaults in may have issued evidencing the payment Debentures. (c) Notwithstanding the above, interest payable on or prior to the Redemption Date for any Debentures called for redemption will be payable to the Holders of the Debentures on the relevant Regular Record Dates for the related Interest Payment Dates. Once notice of redemption pricehas been given and funds deposited as required, then upon the date of the deposit, all rights of the Holders of the Debentures so called for redemption will cease, except the right of the Holders of the Debentures to receive the Redemption Price and any interest payable in respect of the Debentures on or prior to the Redemption Date and the Debentures will cease to accrue on any Notes that have been called for redemption at be Outstanding. (d) The Company shall give the redemption date. If fewer than all Trustee prompt notice of the Notes are to be redeemed at determination of any time, not more than 45 days prior to Redemption Price provided for in Section 2.8(a) and the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumresponsibility for determining such Redemption Price.

Appears in 1 contract

Sources: Twelfth Supplemental Indenture (Reinsurance Group of America Inc)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Notes shall be are not redeemable in whole at the option of the Company. b) The Company may, at its option, at any time or in part and from time to time, at redeem all or any portion of the Company’s optionNotes on not less than 30 nor more than 60 days’ prior notice mailed (or, prior in the case of Global Notes, delivered electronically in accordance with the procedures of DTC) to Holders of the Par Call Date, Notes to be redeemed at a redemption price as calculated by the Company equal to the greater of: (a) : i. 100% of the principal amount of plus accrued and unpaid interest to, but excluding, the Notes to be redeemedredemption date; or (b) the sum and ii. The sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), ) discounted to the redemption date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b)each case, accrued and unpaid interest, if any on the amount being redeemed interest to, but excluding, the date of redemption. . Any redemption and notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent (2) If including, in the Company elects case of a redemption related to redeem any Notes on or after the Par Call Datean equity offering, the Company consummation of such equity offering). Such notice shall pay an amount equal to 100% of state that, in the principal amount of the Notes redeemedCompany’s discretion, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before that the redemption date to each Holder of record of may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Notes to Company in its sole discretion), or such redemption may not occur and such notice may be redeemed at rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, sole discretion) by the redemption date, or by the redemption price date so delayed. If the optional redemption date is on or after an interest record date and on or before the place or places that related interest payment date, the accrued and unpaid interest will be made upon presentation paid to the Person in whose name the Note is registered at the close of business on such record date, and surrender of no additional interest will be payable to holders whose Notes will be subject to be redeemedredemption by the Company. CH\1921617.11 Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof called for redemption from on the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any applicable redemption price or premiumdate.

Appears in 1 contract

Sources: First Supplemental Indenture (W R Grace & Co)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date. (b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date. (c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Thirty-Ninth Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumThirty-Ninth Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Healthcare, Inc.)

Optional Redemption. (1a) Except as set forth in clause (2) belowOn June 15, 2025 or on any Interest Payment Date thereafter, the Subordinated Notes shall will be redeemable in whole at any time or in part from time to timeredeemable, at the Company’s option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; in whole or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) part. If the Company elects to redeem any redeems less than all of the Subordinated Notes on or after the Par Call any Redemption Date, the Company shall pay may subsequently redeem additional Subordinated Notes pursuant to this Section 2.14(a). (b) The Subordinated Notes will be redeemable, at the Company’s option, in whole but not in part, before the Stated Maturity of the Subordinated Notes, at any time within 90 days following the occurrence of (i) a Regulatory Capital Treatment Event, (ii) a Tax Event, or (iii) the Company becoming required to register as an amount investment company pursuant to the Investment Company Act of 1940, as amended. (c) Any redemption pursuant to this Section 2.14 will be at a Redemption Price equal to 100% of the principal amount of the Subordinated Notes redeemed, to be redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption Redemption Date, provided that, for the Notes will stateavoidance of doubt, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, such accrued and unpaid interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all paid as a part of the Redemption Price shall satisfy in full the obligation of the Company to pay accrued and unpaid interest on the Subordinated Notes are to be redeemed at any timefrom and including the most recent Interest Payment Date on which all accrued and unpaid interest on the Subordinated Notes was paid or provided for through, not more than 45 days but excluding, the Redemption Date. No redemption of the Subordinated Notes by the Company prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called Stated Maturity shall be selected made without the prior approval of the Federal Reserve if such prior approval is or will be required at the scheduled Redemption Date in accordance with order for the procedures Subordinated Notes to qualify as Tier 2 Capital of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumthe Company under the rules and guidelines of the Federal Reserve, as determined in good faith by the Company.

Appears in 1 contract

Sources: Supplemental Indenture (Hancock Whitney Corp)

Optional Redemption. (1a) Except as set forth in clause (2) below, the The Notes shall be redeemable redeemable, in each case, in whole at any time or in part from time to timepart, at the Company’s optionoption of the Company beginning with the Interest Payment Date on December 15, 2025, but not prior to the Par Call thereto, and on any Floating Rate Interest Payment Date thereafter (each a “Redemption Date”), at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate redeemed plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on interest to but excluding the amount being Redemption Date. The Notes may not otherwise be redeemed to, but excluding, prior to the date of redemptionMaturity Date. (2b) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemedpursuant to the optional redemption provisions of Section 5.01(a) of this Third Supplemental Indenture on December 15, plus accrued and unpaid interest2025 or any Floating Rate Interest Payment Date thereafter, if any, to, but excluding, at least 30 days prior to the date of redemption. Redemption Date (3) Notice of redemption unless a shorter notice shall be sent at least 10 agreed to in writing by the Trustee) but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other thingsRedemption Date, the Company shall furnish to the Trustee an Officers’ Certificate setting forth (i) the applicable section of this Indenture pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the principal amount of Notes to be redeemed, the redemption date, (iv) the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. (v) a Board Resolution. (c) If fewer less than all of the Notes are to be redeemed, the Trustee shall select the Notes to be redeemed on a pro rata basis. The Trustee shall promptly notify in writing the Company of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. (d) In the case of any redemption, at least 30 days but no more than 60 days before the Redemption Date, the Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to each Holder of Notes to be redeemed at any timesuch Holder’s registered address appearing on the register. The notice shall identify the Notes to be redeemed (including the CUSIP and/or ISIN numbers thereof, not if any) and shall state: (i) the Redemption Date; (ii) the principal amount of the Notes that are being redeemed; (iii) the redemption price and accrued interest to the Redemption Date that is payable pursuant to Section 3.8 of the Base Indenture; (iv) if fewer than all outstanding Notes are to be redeemed, the portion of the principal amount of such Notes to be redeemed and that, after the Redemption Date and upon surrender of such Notes, if applicable, a new Note or Notes in principal amount equal to the unredeemed portion will be issued; (v) the name and address of the Paying Agent; (vi) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; (vii) that unless the Company defaults in making the redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date; (viii) if such notice is conditioned upon the occurrence of one or more than conditions precedent, the nature of such conditions precedent; (ix) the applicable section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (x) that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN numbers, if any, listed in such notice or printed on the Notes. The Company may state in the notice of redemption that payment of the redemption price and performance of its obligations with respect to redemption or purchase may be performed by another Person. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption dateRedemption Date, an Officers’ Certificate requesting that the particular Notes or portions thereof for redemption from Trustee give such notice and attaching a copy of such notice, which shall set forth the outstanding Notes not previously called shall information to be selected stated in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumsuch notice as provided in this Section 5.01.

Appears in 1 contract

Sources: Third Supplemental Indenture (WSFS Financial Corp)

Optional Redemption. (a) If the Issuer elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.6(i), it shall furnish to the Trustee, at least 15 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) Except as set forth in clause the Redemption Date, and (2) belowthe CUSIP and/or ISIN numbers of the Senior Notes. (b) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate and in accordance with the applicable procedures of DTC in the case of Global Notes, and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes. (c) The Trustee shall promptly notify the Issuer in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed. (d) For all purposes of this Third Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed. (e) Notice of redemption to the Holders of Senior Notes to be redeemed as a whole or in part at the option of the Issuer shall be given by first-class mail, postage prepaid, mailed or otherwise delivered electronically to holders of Global Notes, with a copy to the Trustee, not fewer than 15 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price; (iii) if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.6(h); (iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date; (v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture; (vi) the name and address of the Paying Agent; (vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and (viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such notice or printed on the Senior Notes. Notice of redemption of Senior Notes shall be redeemable given by the Issuer or, at the Issuer’s request, by the Trustee in whole the name and at the expense of the Issuer; provided, that if the Issuer requests the Trustee to give such notice, it shall provide an execution version of such notice to the Trustee at least five days prior to the date such notice is required to be sent to the Holders (or such shorter period as shall be acceptable to the Trustee). (f) On or prior to 10:00 a.m., New York City time, on any Redemption Date, the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, segregate and hold in trust as provided in Section 9.03 of the Indenture) an amount of money sufficient to pay the Redemption Price of, and accrued interest on, all the Senior Notes which are to be redeemed on that date. (g) Notice of redemption having been given as aforesaid, the Senior Notes (or portions thereof) so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price plus accrued and unpaid interest to, but not including, the Redemption Date therein specified and from and after such date (unless the Issuer shall default in the payment of the Redemption Price) such Senior Notes shall cease to bear interest. Upon surrender of such Senior Notes for redemption in accordance with the notice, such Senior Notes shall be paid by the Issuer at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note. (h) Any Senior Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Issuer pursuant to Section 9.02 of the Indenture (with, if the Issuer or the Trustee so requires, due endorsement by, or a written instrument of transfer in form reasonably satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Issuer, a new Senior Note or Senior Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered. (i) Prior to the Par Call Date, the Issuer may redeem the Senior Notes at its option at any time in whole or in part from time upon at least 15 days, but not more than 60 days, prior notice given by mail to time, at the Company’s option, registered address of each Holder of the Senior Notes to be redeemed. If the Issuer elects to redeem the Senior Notes prior to the Par Call Date, at it shall pay a redemption price as calculated by the Company Redemption Price equal to the greater of: of the following amounts, plus, in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date: (ai) 100% of the aggregate principal amount of the Senior Notes to be redeemedredeemed on the Redemption Date; or or (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments the Issuer shall discount such payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the then current Treasury Rate plus 50 basis points0.20%. In addition, plusat any time and from time to time, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Senior Notes at its option, either in whole or in part, upon at least 15 days, but not more than 60 days, prior notice given by mail to the registered address of each Holder of the Senior Notes to be redeemed or otherwise delivered electronically to holders of Global Notes, with a copy to the Trustee, at a redemption price equal to 100% of the aggregate principal amount of the Senior Notes redeemedto be redeemed on the redemption date, plus accrued and unpaid interest, if any, interest on such notes to, but excluding, the date of redemption. (3Redemption Date. Any redemption pursuant to this Section 2.6(i) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior pursuant to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures provisions of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumSection 2.6(a) through (h).

Appears in 1 contract

Sources: Third Supplemental Indenture (Skyworks Solutions, Inc.)

Optional Redemption. (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to the Notes. (b) Prior to June 1, 2035 (three months prior to the Maturity Date) Except as set forth in clause (2) belowthe “Par Call Date”), the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Datetime (an “Optional Redemption”), at a redemption price Redemption Price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b1) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 20 basis points, plus, in the case of clauses points less (a2) and (b), interest accrued and unpaid interest, if any on the amount being redeemed to, but excluding, 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. (2c) If the Company elects to redeem any Notes on On or after the Par Call Date, the Company shall pay an amount may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest thereon to, but excluding, the date of redemptionRedemption Date. (3d) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (e) Notice of any redemption shall will be sent mailed or electronically delivered (or, if the Notes are represented by one or more Global Securities, transmitted in accordance with the Depositary’s standard procedures therefor) at least 10 days but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender holder of Notes to be redeemed. Unless the Company defaults in the payment Notwithstanding Article 11 of the Base Indenture, the notice of redemption pricewith respect to any redemption pursuant to Section 3.05(b) need not set forth the Redemption Price but only the manner of calculation thereof as described above. (f) The Company shall notify the Trustee of the Redemption Price with respect to any Optional Redemption promptly after the calculation thereof and the Trustee may rely upon the Redemption Price contained in any such notice. The Trustee shall not be responsible for, interest will cease to accrue on or be liable in connection with, the calculation of such Redemption Price (or any Notes that have been called component thereof) or for redemption at the redemption date. determining whether manifest error has occurred. (g) If fewer less than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption dateredeemed, the particular Trustee shall select the Notes or portions of the Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Notes and portions of Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof (provided that the unredeemed portion of any Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part; provided that if the Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor. (h) Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Third Supplemental Indenture (Hanover Insurance Group, Inc.)

Optional Redemption. (1) Except The provisions of Article XI of the Base Indenture, as set forth in clause (2) belowsupplemented by the provisions of this Supplemental Indenture, shall apply to the Notes. On or after May 17, 2024 and prior to the Interest Reset Date, the Company may redeem the Notes shall be redeemable at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior a Redemption Price (expressed as a percentage of principal amount and rounded to the Par Call Date, at a redemption price as calculated by the Company three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the redemption date (assuming the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Interest Reset Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, plus, in the case of clauses (a) and points less (b), ) interest accrued and unpaid interest, if any on the amount being redeemed to, but excluding, to the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100; and • 100.00% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On the Interest Reset Date, the Notes will be redeemable in whole but not in part, or on or after October 17, 2029 (one month prior to the Stated Maturity Date), in whole or in part, at any time and from time to time, at a Redemption Price equal to 100.00% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to the redemption date, upon not less than 10 nor more than 60 days’ prior notice given to the Holders of the Notes to be redeemed. (b) On and after the redemption date for the Notes (or any portions thereof called for redemption), interest will cease to accrue on the Notes or any portions thereof called for redemption, unless the Company defaults in the payment of the Redemption Price for the Notes and accrued interest, if any, to, but excluding. On or before the redemption date for the Notes (or any portions thereof called for redemption), the date of redemptionCompany will deposit with a Paying Agent, or the trustee, funds sufficient to pay the Redemption Price for the Notes and accrued and unpaid interest on the Notes to be redeemed on such date. (3c) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (d) If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected in accordance with the procedures of the Depositary; provided, however, that no Notes of a principal amount of $2,000 or less shall be redeemed in part. (e) Notice of any redemption shall will be sent electronically delivered or mailed (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 but not more than 60 days before the redemption date to each Holder of record holder of the Notes to be redeemed at its registered addressredeemed. The Once notice of redemption for is electronically delivered or mailed, the Notes called for redemption will statebecome due and payable on the redemption date and at the Redemption Price, among other thingsplus accrued and unpaid interest to, the amount of Notes to be redeemedbut not including, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any time, not more than 45 days prior to the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premium.

Appears in 1 contract

Sources: Senior Indenture (Schwab Charles Corp)

Optional Redemption. (1a) Except The provisions of Article 11 of the Base Indenture, as set forth in clause (2supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes. b) below, the The Notes shall be redeemable as a whole or in whole part at any time or in part and from time to timetime on or after May 31, 2020 at the Company’s option, upon notice not fewer than 30 days and not more than 60 days prior to the Par Call Datedate fixed for redemption to each Holder of Notes to be redeemed, at a redemption price as calculated by the Company equal to the greater of: (a) 100% of the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and plus any unpaid interest payable thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of fixed for redemption. (2c) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer less than all of the Notes are to be redeemed, the particular Notes to be redeemed at any time, will be selected not more than 45 days prior to the redemption date, date by the particular Notes or portions thereof for redemption Trustee from the outstanding Notes not previously called shall for redemption, by lot, or in the Trustee’s discretion, on a pro-rata basis, provided that the unredeemed portion of the principal amount of any Notes will be selected in accordance with an authorized denomination (which will not be less than the procedures of DTCminimum authorized denomination) for such Notes. The Trustee shall have no obligation will promptly notify us in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to calculate any be redeemed. d) Unless the Company defaults on the payment of the redemption price or premiumprice, on and after the date of redemption, interest will cease to accrue on the Notes called for redemption.

Appears in 1 contract

Sources: Second Supplemental Indenture (B. Riley Financial, Inc.)

Optional Redemption. (1) Except as set forth in clause (2) below, the Notes shall be redeemable in whole at At any time or in part and from time to timetime prior to December 30, 2029, the Company shall have the right to redeem the Notes, in whole or in part, at the Company’s its option, prior to the Par Call Date, at a redemption price as calculated by the Company equal to the greater of: : (ai) 100% of the principal amount of the Notes to be redeemed; or and (bii) the sum of the present values of the remaining scheduled Remaining Scheduled Payments on the Notes to be redeemed (not including any portion of the payments of principal interest that will be accrued and interest thereon that would be due if unpaid to and including the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), Redemption Date) discounted to the date of redemption Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) at the then current Treasury applicable Comparable Government Bond Rate plus 50 45 basis points, plus, in the case of clauses (a) and (b), plus accrued and unpaid interest, if any any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call DateDecember 30, 2029, the Company shall pay an amount have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemedNotes, plus accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date Redemption Date. The Company will mail notice of redemption. (3) Notice of any redemption shall be sent at least 10 but not more than 60 days before to the redemption date to each Holder of record registered Holders of the Notes to be redeemed not less than 15 nor more than 60 days prior to the Redemption Date. Any notice may, at its registered addressthe discretion of the Company be subject to the satisfaction or waiver of one or more conditions precedent. The In that case, the notice shall state the nature of redemption for such condition precedent. If the Notes will state, among other thingsare only partially redeemed pursuant to Section 3.01 of the Third Supplemental Indenture, the amount of Notes to be redeemedredeemed will be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair, the redemption date, subject to any applicable Depositary procedures. If money sufficient to pay the redemption price and of all of the place Notes (or places that payment will be made upon presentation and surrender of Notes a portion thereof) to be redeemed. Unless redeemed on the Company defaults Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein and in the payment of the redemption priceIndenture, then on and after such Redemption Date, interest will cease to accrue on any such Notes that have been (or such portion thereof) called for redemption. In the event of redemption at of this Note in part only, a new Note or Notes for the redemption date. If fewer than all unredeemed portion hereof shall be issued in the name of the Notes are to be redeemed at any time, not more than 45 days prior to Holder hereof upon the redemption date, the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumcancellation hereof.

Appears in 1 contract

Sources: Third Supplemental Indenture (Danaher Corp /De/)

Optional Redemption. (1a) Except as set forth in clause (2) below, the Issuer will not be entitled to redeem Notes shall be redeemable at its option prior to the Maturity Date. (b) Prior to the Par Call Date, the Issuer may redeem the Notes at its option, in whole or in part, at any time or in part and from time to time, at the Company’s option, prior to the Par Call Date, at a redemption price (expressed as calculated by the Company a percentage of principal amount and rounded to three decimal places) equal to the greater of: : (a) 100% of the principal amount of the Notes to be redeemed; or (bA) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if discounted to the Redemption Date (assuming the Notes to be redeemed matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 25 basis points, less (B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of clauses (a) and (b)either case, accrued and unpaid interest, if any on interest thereon to the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on Redemption Date. On or after the Par Call Date, the Company shall pay an amount Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, each Note to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before the redemption date to each Holder of record of interest on the Notes to be redeemed at its registered address. The to, but not including, such Redemption Date. (c) Any notice of any redemption for the Notes will state, among other things, the amount of Notes may be given prior to be redeemed, the redemption datethereof, the and any such redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption pricenotice may, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering or other corporate transaction. (d) If fewer the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed at any time, not more than 45 days prior in the manner described under Section 3.02 of the Forty-Second Supplemental Indenture. (e) Any redemption pursuant to this paragraph 5 shall be made pursuant to the redemption date, provisions of Sections 3.01 through 3.06 of the particular Notes or portions thereof for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumForty-Second Supplemental Indenture.

Appears in 1 contract

Sources: Supplemental Indenture (HCA Healthcare, Inc.)

Optional Redemption. (1a) Except as set forth Pursuant to Section 501(b) of the Mortgage Indenture, the Notes may be redeemed at the option of Company, in clause (2) belowwhole or in part, at any time or from time to time at a redemption price equal to the principal amount of such Notes plus the Make-Whole Amount plus accrued and unpaid interest thereon to the redemption date; provided, however, that if the Notes are redeemed in part, the Notes shall not be redeemable redeemed in whole at any time or in part from time an amount less than $5,000,000 of the aggregate principal amount of the Notes then Outstanding. (b) Pursuant to timeSection 501(b) of the Mortgage Indenture, the Notes may be redeemed at the option of the Company’s option, prior to the Par Call Datein whole, on or after March 31, 2042 at a redemption price as calculated by the Company equal to the greater of: principal amount of such Notes plus accrued and unpaid interest thereon to the redemption date. (ac) 100% Notwithstanding anything to the contrary in Article Five of the Mortgage Indenture, the redemption of the Notes shall take place in accordance with the procedures and requirements set forth in this Section 2.04(c), without prejudice to the requirements of Section 502 (which shall for purposes of this Sixth Supplemental Indenture also be applicable to a redemption under Section 2.03) and Sections 505 through 507 of the Mortgage Indenture. The Company (or the Trustee, if so requested pursuant to Section 504 of the Mortgage Indenture) shall give each Noteholder written notice of each optional redemption under this Section 2.04, or a mandatory redemption under Section 2.03, as the case may be, not less than 30 days and not more than 60 days prior to the date fixed for such redemption. Each such notice shall specify such date, the aggregate principal amount of the Notes to be redeemed on such date, the principal amount of each Note held by such Noteholder to be redeemed (determined in accordance with Section 2.04(d)) and the interest to be paid on the redemption date with respect to such principal amount being redeemed, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount, if applicable, due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. Two Business Days prior to such redemption, the Company shall deliver to each Noteholder and the Trustee a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount, if applicable, as of the specified redemption date. The Trustee shall have no responsibility for such calculation. (d) Notwithstanding anything to the contrary in Article Five of the Mortgage Indenture, in the case of each partial redemption of the Notes pursuant to Section 2.04(c), the principal amount of the Notes to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the Notes matured on the Par Call Date (exclusive of interest accrued to the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the then current Treasury Rate plus 50 basis points, plus, in the case of clauses (a) and (b), accrued and unpaid interest, if any on the amount being redeemed to, but excluding, the date of redemption. (2) If the Company elects to redeem any Notes on or after the Par Call Date, the Company shall pay an amount equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. (3) Notice of redemption shall be sent at least 10 but not more than 60 days before allocated by the redemption date to each Holder of record of the Notes to be redeemed at its registered address. The notice of redemption for the Notes will state, Trustee among other things, the amount of Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of Notes to be redeemed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on any Notes that have been called for redemption at the redemption date. If fewer than all of the Notes are to be redeemed at any timethe time Outstanding in proportion, not more than 45 days prior as nearly as practicable, to the redemption date, the particular Notes or portions respective unpaid principal amounts thereof not theretofor called for redemption from the outstanding Notes not previously called shall be selected in accordance with the procedures of DTC. The Trustee shall have no obligation to calculate any redemption price or premiumredemption.

Appears in 1 contract

Sources: Supplemental Indenture (ITC Holdings Corp.)