Optional Redemption. (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price equal to the greater of: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date. (b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). (c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption. (d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000. (e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. In the event that as a result of any change in, or amendments to, any laws (aor any regulations or rulings promulgated thereunder) At of the United States (or any time prior to political subdivision or taxing authority thereof or therein) or any change in, or amendments to, an official position regarding the Par Call Dateapplication of such laws, regulations or rulings, which change or amendment is announced or becomes effective thereunder after January 9, 2001, the Notes may be redeemed Company has become or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay, with respect to a series of Securities, any Additional Amounts, the Company may redeem, in whole or in partaccordance with this Article Eleven, all, but not less than all, the Securities of such series at the Company’s option, any time at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus thereof, together with accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interestthereon, if any, on the Notes to the Redemption Date (subject to the right rights of Holders holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant Interest Payment Date).
(c) If SECTION 14. For the optional Redemption Date is on or after sole benefit of the Holders of the 2006 Senior Notes, a Record Date new Section 1108 shall be added to the Indenture and, for the sole benefit of the Holders of the 2010 Senior Notes and on or before the related Interest Payment DateSenior Debentures, the accrued and unpaid interest, if any, will Fourth Supplemental Indenture shall be paid amended to add a new Section 11A which shall add a new Section 1108 to the Person Indenture as follows:
(a) Exchange Notes or Exchange Debentures may from time to time be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver said Exchange Notes or Exchange Debentures, upon cancellation of an equal amount of Restricted Securities tendered in whose name the Note is registered at the close of business on such Record Dateexchange, and no additional interest will be payable to Holders whose Notes will be subject to redemption upon a Company Order without further action by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(db) If less than No exchange of 2006 Senior Notes, 2010 Senior Notes or Senior Debentures for Exchange Notes or Exchange Debentures, as the case may be, shall occur until a Registration Statement shall have been declared effective by the Commission and any 2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be cancelled by the Trustee.
SECTION 15. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIFTH SUPPLEMENTAL INDENTURE.
SECTION 16. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 17. Except as herein amended with respect to the 2006 Senior Notes, 2010 Senior Notes and the Senior Debentures, all applicable terms, conditions and provisions of the Notes are to be redeemedIndenture, the Trustee as supplemented, shall authenticate for the Holder at the expense of the Company a new Note equal continue in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be full force and effect and shall remain binding and enforceable in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000accordance with their respective terms.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: Supplemental Indenture (CBS Corp), Fifth Supplemental Indenture (Viacom International Inc /De/)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Seventh Supplemental Indenture, shall apply to the Notes.
(b) At any time prior to before the applicable Par Call DateDate for a series of Notes, the such Notes may shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the such Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus in the case of the 2025 Notes, or 20 basis points, in the case of the 2030 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption DateDate for such Notes.
(bc) At any time on and or after the applicable Par Call Date, Notes of the Company may redeem the Notesapplicable series shall be redeemable, in whole or in part, at the Company’s election, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes of such series to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateto, the accrued and unpaid interestbut not including, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior Prior to the Applicable Par Call Date, the Company may at its option redeem the Notes may be redeemed by the Companyof a series, in whole or in part, at the Company’s optionany time or from time to time, at a redemption price Redemption Price in respect of the Notes to be redeemed equal to the greater ofof the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor:
(i) 100% of the aggregate principal amount of the such Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the on such Optional Redemption Date; orand
(ii) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such Notes being redeemed that would be due if the series of such Notes to be redeemed matured on the Applicable Par Call Date (not including any portion of the such payments of interest accrued as of the redemption date (the “to such Optional Redemption Date”)), ) discounted to its present value as of the such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by Rate plus the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on Applicable Spread for the principal amount series of such Notes being redeemed to, but excluding, the Redemption Dateto be redeemed.
(b) At any time on On and after the Applicable Par Call Date, the Company may at its option redeem the NotesNotes of a series, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of such Notes to be being redeemed, plus accrued and unpaid interestinterest thereon, if any, on to, but excluding, the Notes to the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)therefor.
(c) If the optional Company redeems Notes of a series at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes of such series that are due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Date is for the Notes of such series will be payable on or after a Record Date and on or before the related that Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is registered at Holders thereof as of the close of business on the Regular Record Date immediately preceding such Record Interest Payment Date, and no additional interest will be payable according to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all terms of the Notes are to of such series and the Indenture and (b) the Redemption Price for such Notes will, if applicable, be redeemed, calculated on the Trustee shall authenticate for the Holder at the expense basis of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion 360-day year consisting of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000twelve 30-day months.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Essential Utilities, Inc.), Third Supplemental Indenture (Aqua America Inc)
Optional Redemption. (a) At any time prior to Unless otherwise provided in the Par Call Dateapplicable Terms Supplement, the Notes Administrator may be redeemed by at its option redeem the Companyoutstanding Classes of REMIC Certificates of each Series (or, in whole or the case of a Double-Tier Series, the outstanding Lower-Tier Classes of any Lower-Tier REMIC Pool) in whole, but not in part, at upon not less than 30 or more than 60 days’ notice, on any Payment Date when the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the aggregate outstanding principal amount of such Notes being redeemed toClasses, but excluding, the Redemption Date.
(b) At any time after giving effect to principal payments to be made on and after the Par Call such Payment Date, would be less than 1% of the Company may redeem the Notes, in whole or in part, aggregate original principal amount of such Classes. Any optional redemption shall be at a redemption price equal to 100% of the unpaid principal amount of Notes to be the Classes redeemed, plus accrued and unpaid interestinterest for the Accrual Period relating to the applicable Payment Date. In order to effect an optional redemption, if anythe Administrator, on behalf of the Notes Trustee, shall adopt a plan of complete liquidation meeting the requirements of a “qualified liquidation” under Section 860F(a)(4) of the Code. Pursuant to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateplan, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than Administrator shall liquidate all of the Notes Assets and any other assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool) at fair market value as determined by the Administrator, and apply the net proceeds of such liquidation (together with funds contributed by the Administrator if the net proceeds are insufficient) to be redeemedpay the redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the Trustee shall authenticate redemption price of the Lower-Tier Classes that constitute Mortgage Securities for the Holder Upper-Tier REMIC Pool shall be applied as principal and interest on the outstanding Upper-Tier Classes, resulting in the retirement of those Classes. Following any redemption, any remaining proceeds from the liquidation of the Assets in the REMIC Pool (or, in the case of a Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net of liquidation expenses, shall be distributed pro rata to the Holders of the related Residual Class upon surrender of their Certificates to the Administrator. Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption of their related Regular Classes of REMIC Certificates. All decisions as to the making of an optional redemption, including the timing of any optional redemption, shall be at the expense of the Company a new Note equal in principal amount Administrator’s sole discretion. The Administrator shall be under no obligation to the unredeemed any Holder to make or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will make an optional redemption, even if it would be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000such Holder’s interest.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: Multiclass Certificates Master Trust Agreement, Multiclass Certificates Master Trust Agreement
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At any time . Notwithstanding the foregoing, installments of interest on Notes that are due and after the Par Call Date, the Company may redeem the Notes, in whole payable on Interest Payment Dates falling on or in part, at prior to a redemption price equal to 100% of the principal amount of Notes to Redemption Date will be redeemed, plus accrued and unpaid interest, if any, payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record Date, Date according to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyIndenture. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall authenticate for the Holder at the expense Notes of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 in excess 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 $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time prior to before the Par Call Date, the Notes may shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 35 basis points, plus plus, in the case of each of clause (i) or (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption DateDate for such Notes.
(bc) At any time on and or after the Par Call Date, the Company may redeem the NotesNotes shall be redeemable, in whole or in part, at the Company’s election, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Notes.
(cd) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after any Redemption Date for the Redemption DateNotes, interest will cease to accrue on Notes or portions 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 relevant Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, and (dexcept 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 Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(e) In addition Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Company’s rights Trustee no later than two Business Days prior to redeem the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime, the Notes may of either series shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus in the case of the 2016 Notes, 20 basis points, in the case of the 2021 Notes and 25 basis points, in the case of the 2041 Notes plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) On and after the Redemption Date for a series of Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by lot, on a pro-rata basis or by the Trustee by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of such Notes being $2,000 or less be redeemed to, but excluding, the Redemption Datein part.
(bd) At Notice of any time on and after redemption shall be electronically delivered or mailed at least 30 days but not more than 60 days before the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal Redemption Date to 100% each Holder of the principal amount of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateto, the accrued and unpaid interestbut not including, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior The Company may, at its option, irrevocably elect to redeem the Par Call Date, the Notes may be redeemed by the CompanySeries A Preferred Stock, in whole or or, subject to Section 9(d), in part, at any time by delivery of a Notice of Redemption to the Company’s optionHolders in accordance with Section 9(b) (i) on or after the forty-two (42) month anniversary (and before the seventh anniversary) of the Original Issuance Date, at a cash redemption price per share of Series A Preferred Stock equal to the greater of (A) one hundred percent (100%) of the Liquidation Preference as of the Redemption Date and (B) an amount equal to (1) the number of shares of Common Stock issuable upon conversion of such share of Series A Preferred Stock as of the Redemption Date, multiplied by (2) the VWAP of Common Stock for the thirty (30) Trading Days immediately preceding (and not including) the date that the Notice of Redemption is delivered pursuant to Section 9(b) and (ii) on or after the seventh anniversary of the Original Issuance Date, at a redemption price per share of Series A Preferred Stock equal to the greater of:
one hundred percent (i100%) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value Liquidation Preference as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting the irrevocable election to redeem shares of twelve 30-day months) at Series A Preferred Stock pursuant to this Section 9, an “Optional Redemption”, and the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingprice, the “Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to Price”). If the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is occurs on or after a the Record Date for a Dividend and on or before the related Interest immediately following Dividend Payment Date and Dividends have been declared for such Dividend Payment Date, the accrued and unpaid interestthen (A) on such Dividend Payment Date, if any, such Dividend will be paid to the Person in whose name the Note is registered at Holder of each share of Series A Preferred Stock as of the close of business on the applicable Record Date for such Record DateDividend, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to notwithstanding the Company’s rights to redeem exercise of the Notes as optional redemption set forth in this Section 9; and (B) the amount of such Dividend, if a Preferred Dividend, will not be included in the Liquidation Preference referred to in clause (ii)(A) above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. The Company may redeem the Securities in whole at any time or from time to time in part prior to their Stated Maturity, at its option, pursuant to the following terms:
(a) At any time prior to the Par Call Datebefore May 22, 2023, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price shall be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes being Securities to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the Remaining Scheduled Payments on of such Notes being redeemed (not including any portion of the payments of interest accrued as of Securities, discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Redemption Dateredemption date. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company.
(b) At any time on and or after the Par Call DateMay 22, 2023, the Company may redeem the Notes, in whole or in part, at a redemption price shall be equal to 100% of the aggregate principal amount of Notes the Securities to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Notwithstanding the foregoing, installments of interest on Securities that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of the Securities and the Indenture. On and after the redemption date for the Securities, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and accrued interest, if any. On or before the redemption date for the Securities, the Company shall deposit with the Trustee or a Paying Agent funds sufficient to pay the redemption price of the Securities 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 Securities are to be redeemed, the Securities to be redeemed shall be selected pro rata or by lot or by such method as the Trustee shall deem fair and appropriate, in accordance with the procedures of the Depositary unless otherwise required by law or applicable stock exchange or Depositary requirements; provided, however, that in no event shall Securities of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be delivered at least 15 days but not more than 60 days before the redemption date to each Holder of the Securities to be redeemed (with a copy to the Trustee). The Trustee shall, at the Company’s written request (delivered to the Trustee at least five Business Days prior to the date such notice is to be sent (or such shorter period as the Trustee may agree) with a copy of such notice) give the notice of redemption in the Company’s name and at the Company’s expense. Such notice shall state the redemption price (if known) or the formula pursuant to which the redemption price is to be determined if the redemption price cannot be determined at the time the notice is given. If the redemption price cannot be determined at the time such notice is to be given, the actual redemption price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. Notice of redemption having been given as provided in the Indenture, the Securities 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, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateto, but excluding, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptiondate.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Marvell Technology, Inc.)
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to September 25, 2039 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in any manner that is not prohibited by the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to time, a part of the Par Call Date, the Notes may be redeemed by the Company, in whole or in partNotes, at the Company’s its option, at a redemption price prices equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, but excludingif any, to the Redemption Date; orredemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being redeemed (not including any portion of the payments such payment of interest accrued as on the date of redemption, from the redemption date (to the “Redemption Date”))maturity date, discounted to its present value as of the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 50 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.; over
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) being redeemed. If the optional Redemption Date redemption date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Daterecord date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the CompanyIssuer. On and after In the Redemption Datecase of any partial redemption, interest the Trustee will cease to accrue select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on Notes or portions thereof called for redemption.
(d) If less than all of which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a . A new Note equal in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or unpurchased portion in the case of Definitive Notes, issued in the name of the Definitive Note surrendered representing Holder thereof upon cancellation of the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000original Note.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to the Par Call Date, the Notes.
b) The Notes may shall be redeemed by the Company, in redeemable as a whole or in part, at the Company’s optionoption at any time, and from time to time at the following Redemption Prices:
(i) upon redemption prior to February 15, 2023, the Company shall pay a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued as and unpaid to the date of the redemption date (the “Redemption Date”)), redemption) discounted to its present value as of the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including, the date of redemption. Further, installments of interest on the Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to the Redemption Date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture; and
(ii) upon redemption on or after February 15, 2023, the Company shall pay a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon, if any, to, but excludingnot including, the Redemption Date.
(bc) At Notice of any time on and after redemption shall be mailed at least 30 days but not more than 60 days before the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal Redemption Date to 100% each Holder of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes ; provided that notice of redemption may be mailed more than 60 days prior to the Redemption Date (subject to if the right notice is issued in connection with a defeasance of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) a satisfaction and discharge of Notes. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot or any other such method as the Holder at Trustee deems to be fair and appropriate.
d) Unless the expense Company defaults in payment of the Company a new Note equal in principal amount Redemption Price, on and after the Redemption Date interest shall cease to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem accrue on the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureportions thereof called for redemption.
Appears in 1 contract
Sources: Third Supplemental Indenture (TJX Companies Inc /De/)
Optional Redemption. (a) The provisions of Article Three of the Base Indenture, as amended by the provisions of this Eleventh Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) At any time and from time to time, in the case of the 2018 Notes, and at any time and from time to time prior to the Par Call Date, in the Notes may be redeemed by case of the Company2025 Notes, the Company shall have the right to redeem at its option such Notes, in whole at any time or in partpart from time to time, on at least 15 days but no more than 60 days prior written notice transmitted to the Company’s optionregistered holders of the Notes to be redeemed. Upon redemption of the Notes of a series, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toof such series to be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments Notes of interest accrued as of the redemption date (the “Redemption Date”))such series to be redeemed, discounted to its present value as of the Optional 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 Treasury Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, to such series plus 30 15 basis points, plus in the case of the 2018 Notes, or 25 basis points, in the case of the 2025 Notes plus, in addition to such Optional Redemption Price, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon, if any, to, but excluding, the Optional Redemption Date.
(b) At any time . In addition, on and or after the Par Call Date, the Company may redeem the Notes2025 Notes shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option at an Optional Redemption Price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interestinterest thereon, if any, on to, but excluding, the Notes to Optional Redemption Date. The Company shall calculate the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Price.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Securityholders of such Notes registered as such at the close of business on such Record Date, the applicable regular record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionIndenture.
(d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Trustee Notes shall authenticate for the Holder at the expense be redeemed in accordance with Section 3.02 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000Base Indenture.
(e) In addition Notice of any optional redemption shall be delivered at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the Company’s rights date of the giving of such notice (unless a shorter notice shall be satisfactory to redeem the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b) or (c), as applicable, shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At Prior to the case may be, at any time prior or from time to the Par Call Date, time. The Redemption Price for the Notes may to be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price on any Redemption Date will be equal to the greater ofof the following amounts:
(i1) 100% of the principal amount of the Notes being to be redeemed plus on the Redemption Date; and
(2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (calculated as if such Notes matured on the Par Call Date), exclusive of interest accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, plus 40 basis points, as determined by the Quotation AgentIndependent Investment Banker; plus, plus 30 basis pointsin each case, plus accrued and unpaid interest interest, if any, on the principal amount of such Notes being to be redeemed to, but excluding, the Redemption Date.
(b) At any time Notwithstanding Section 4.01(a), on and or after the Par Call Date, the Company may redeem Issuer shall have the Notesright to redeem, at its option, in whole or in part, the Notes at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus plus, accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
(c) Notwithstanding Sections 4.01(a) and 4.01(b), 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 Redemption Date (subject to registered holders as of the right close of Holders of record business on the relevant Record Date according to receive interest due on the relevant Interest Payment Date)Notes and the Indenture.
(cd) If Notice of any redemption will be mailed (or, to the optional extent permitted or required by applicable procedures or regulations of DTC, sent electronically) at least 10 days but not more than 60 days before the Redemption Date is to each Holder of the Notes to be redeemed. Unless the Issuer defaults in payment of the Redemption Price, on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(de) If the Issuer chooses to redeem less than all of the Notes and the Notes are global notes, the Notes to be redeemedredeemed will be selected by DTC in accordance with applicable DTC procedures. If the Notes to be redeemed are not global notes then held by DTC, the particular Notes to be redeemed shall be selected by the Trustee not more than 45 days prior to the Redemption Date. Subject to applicable DTC procedures or regulations, the Trustee will select the Notes to be redeemed by such method as the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000deem appropriate.
(ef) In addition Notwithstanding anything to the Company’s rights contrary in clause (f) of the second paragraph of Section 11.4 and the last paragraph of Section 11.4 of the Base Indenture, the Issuer shall not be permitted to redeem undertake an optional redemption of the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner pursuant to this Section 4.01 that is not prohibited by the Indenturesubject to conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, the Notes may The Securities will not be redeemed by the Company, in whole or in part, redeemable at the Company’s optionoption prior to June 15, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date2012.
(b) At any time on and On or after the Par Call DateJune 15, 2012, the Company may redeem all or a part of the Notes, in whole or in partSecurities upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount Principal Amount of Notes to be redeemed, the Securities being redeemed plus accrued and unpaid interestinterest and Registration Default Payments, if anyany (the “Redemption Price”), on the Notes to Securities redeemed up to, but excluding, the Optional Redemption Date, unless the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or falls after a Record Date and on or before prior to the related corresponding Interest Payment Date, in which case, the accrued and unpaid interest, if any, Company will be paid pay the Redemption Price due on such Interest Payment Date to the Person in whose name the Note is registered Holder of record at the close of business on such the corresponding Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest Interest will cease to accrue on Notes the Securities or portions thereof called for redemptionredemption on the applicable Optional Redemption Date, unless the Company defaults in the payment of the Redemption Price.
(c) If less than all of the outstanding Securities are to be redeemed, the Trustee will select the Securities to be redeemed in principal amount of $1,000 or integral multiples of $1,000 on a pro rata basis, by lot or by any other means determined by the Trustee unless otherwise required by law or applicable stock exchange requirements.
(d) If less than all of the Notes outstanding Securities are to be redeemedredeemed and the Holder converts a portion of its Securities pursuant to Article XIII, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased converted portion of the Definitive Note surrendered representing the same indebtedness will be deemed, to the extent not redeemed or purchased; provided that each new Note will practicable, to be in a principal amount of $2,000 or an integral multiple the portion of $1,000 in excess of $2,000such Holder’s Securities selected for redemption pursuant hereto.
(e) In addition The Company may not redeem the Securities if it has failed to pay any interest or Registration Default Payments, if any, on the Securities and such failure to pay is continuing.
(f) Any redemption by the Company pursuant to this Section 11.01 shall be made pursuant to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureprovisions of Section 11.05.
Appears in 1 contract
Sources: Indenture (Vector Group LTD)
Optional Redemption. (a1) At On any time prior Business Day during a Daily Rate Period or a Weekly Rate Period, and on the day after the last day of any such Rate Period or any Term Rate Period, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Par Call Date, Issuer and the Notes may be redeemed by the CompanyTrustee, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the their principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis pointsamount, plus accrued and unpaid interest on interest, if any, to the principal amount of such Notes being redeemed to, but excluding, the Redemption Dateredemption date.
(b2) At On the day succeeding the last day of any time on Flexible Segment with respect to any Bonds, such Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and after the Par Call Date, the Company may redeem the NotesTrustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date.
(3) During any Term Rate Period, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and the Trustee, in whole at any time or in part from time to time on any date (i) after ten years, at a redemption price of 101% of the principal amount thereof, plus accrued interest, and (ii) after eleven years, at a redemption price of 100% of the principal amount thereof, plus accrued interest. With respect to any Term Rate Period, the Borrower may specify in its notice of adjustment to or continuation of a Term Rate Period redemption prices and periods other than those set forth above for Bonds in such Rate Period not then called for redemption; provided, however, that such notice shall be accompanied by an opinion of Bond Counsel to the effect that such changes in redemption prices and periods (i) are permitted by the Act and this Indenture, and (ii) will not adversely affect the Tax-Exempt status of the Bonds.
(4) During any Auction Rate Period, the Bonds shall be subject to redemption by the Issuer on the day following the last day of the Auction Rate Period then in effect, at the written direction of the Borrower to the Issuer and the Trustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date.
(5) The Bonds shall be redeemed in whole at any time at a redemption price equal to 100% of the principal amount of Notes to be redeemed, thereof plus accrued and unpaid interest, if any, on the Notes to the Redemption Date redemption date upon receipt by the Trustee of a written notice from the Borrower stating that any of the following events has occurred and that it therefore intends to exercise its option to prepay the payments due under the Agreement in whole pursuant to Section 7.1 of the Agreement and thereby effect the redemption of the Bonds in whole:
(subject a) all or substantially all of the Project shall be damaged or destroyed and it is not practicable or desirable to rebuild, repair and restore the right Project;
(b) all or substantially all of Holders of record on the relevant Record Date Project shall be condemned or such use or control thereof shall be taken by eminent domain so as to receive interest due on render the relevant Interest Payment Date).Project unsatisfactory for continued operation;
(c) If unreasonable burdens or excessive liabilities shall be imposed upon the optional Redemption Date is on Issuer or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid Borrower with respect to the Person in whose name Project or the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.operation thereof;
(d) If less than all changes that cannot reasonably be controlled or overcome in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Notes are to be redeemed, the Trustee shall authenticate Project for the Holder at purposes contemplated by the expense Agreement shall have occurred or technological changes that cannot reasonably be overcome shall have occurred which, in the judgment of the Company a new Note equal in principal amount to Borrower, render the unredeemed or unpurchased portion continued operation of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchasedProject uneconomic; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.or
(e) In addition to legal curtailment of the Company’s rights to redeem use and occupancy of all or substantially all of the Notes as set forth aboveProject for any reason, which curtailment shall prevent the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by carrying on of normal operations at the IndentureProject for a period of three consecutive months.
Appears in 1 contract
Optional Redemption. (a) At any time prior The Company shall have the option to the Par Call Date, redeem the Notes may be redeemed by the Companypursuant to this Section 2.9 at any time, in whole or in partpart (or any portion thereof equal to $1,000,000 or any integral multiple of $1,000,000 in excess thereof), at the Company’s optionupon 30 days’ prior written notice, at a redemption price in cash equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the ““ Redemption DatePrice ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus redeemed together with accrued and unpaid interest, if any, on the principal amount of the Notes redeemed to the Redemption Date Date.
(subject b) At least 30 days before a Redemption Date, the Company shall deliver a notice of redemption to each Holder of Notes to be redeemed at such Holder’s address on the Company’s books. The notice shall identify the Notes to be redeemed and shall state:
(1) the Redemption Date;
(2) the Redemption Price;
(3) that Notes called for redemption must be presented and surrendered to the Company to collect the Redemption Price;
(4) [INTENTIONALLY OMITTED];
(5) that, unless the Company defaults in making the payment of the Redemption Price, interest on Notes called for redemption shall cease accruing on and after the Redemption Date and the only remaining right of Holders of record on the relevant Record Date Holder shall be to receive interest due on payment of the relevant Interest Payment Redemption Price plus accrued interest, if any, up to but not including the Redemption Date), upon presentation and surrender of the Notes by the Holders to the Company; and
(6) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date, upon presentation and surrender of such Note, a new Note or Notes in aggregate principal amount equal to the unredeemed portion thereof will be issued.
(c) If Once notice of redemption is mailed, Notes called for redemption become due and payable on the optional Redemption Date is on or after a Record Date and on or before at the related Interest Payment DateRedemption Price stated in the notice, the together with accrued and unpaid interest, if any. Upon presentation and surrender to the Company, will Notes called for redemption shall be paid to the Person in whose name the Note is registered at the close of business on such Record DateRedemption Price, and no additional plus accrued interest will be payable up to Holders whose Notes will be subject to redemption by the Company. On and after but not including the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Focus Enhancements Inc)
Optional Redemption. (a) At The provisions of Article III of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) The Notes shall be redeemable in whole at any time prior to the Par Call Date, the Notes may be redeemed by the Company, in whole or in partpart from time to time, at the Company’s option. Upon redemption of the Notes prior to March 15, at a redemption price 2027, the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional 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 applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points, plus plus, in addition to such Optional Redemption Price accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Optional Redemption Date.
(b) At any time . Upon redemption of the Notes on and or after the Par Call DateMarch 15, 2027, the Company may redeem the Notes, in whole or in part, at a redemption price shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, being redeemed plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes to Optional Redemption Date. Notwithstanding the Redemption Date (subject to the right foregoing, installments of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Securityholders of such Notes registered as such at the close of business on such Record Date, the applicable record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Indenture.
(c) On and after the Optional Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (dexcept if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes shall be redeemed in accordance with Section 3.02 of the Base Indenture.
(d) Notice of any redemption shall be delivered at least 30 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the expense time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness Trustee no later than two (2) Business Days prior to the extent not redeemed or purchased; Optional Redemption Date. Notice of redemption having been given as provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) At any time prior to On or after the applicable Par Call Date, the Notes Company may be redeemed by redeem the CompanyNotes, at its option, at any time in whole whole, or from time to time in part, at a Redemption Price equal to 100% of the Company’s principal amount of the Notes to be redeemed, plus accrued and unpaid interest on such principal amount being redeemed to, but excluding, the Optional Redemption Date.
(b) Prior to the applicable Par Call Date, the Company may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price Redemption Price equal to the greater of:
of (i1) 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii2) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such Notes being redeemed (not including any portion of the payments to be redeemed, exclusive of interest accrued as of to the redemption date (the “Optional Redemption Date”)), assuming that the Notes to be redeemed matured on the applicable Par Call Date, discounted to its present value as of the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury RateRate plus 12.5 basis points in the case of the 2029 Notes and 20 basis points in the case of the 2049 Notes, as determined by the Quotation Agentplus, plus 30 basis pointsin each case, plus accrued and unpaid interest on the such principal amount of such Notes being redeemed to, but excluding, the Optional Redemption Date.
(bc) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to The Treasury Rate shall be redeemed, plus accrued and unpaid interest, if any, calculated on the Notes third Business Day preceding the Optional Redemption Date. The Company shall calculate the Redemption Price with respect to the Redemption Date (subject to Notes in accordance with the right terms and provisions of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionthis Indenture.
(d) On or before any Optional Redemption Date for the Notes, the Company will deposit with a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price of and accrued and unpaid interest on such Notes to be redeemed on such date. If less than all of the Notes of a series are to be redeemed, the Trustee shall authenticate for select in accordance with the Holder at procedures of DTC (or in accordance with such other method that the expense of the Company a new Note equal Trustee deems appropriate if such Notes are then in principal amount certificated form), not more than 60 days prior to the unredeemed Optional Redemption Date the Notes of such series or unpurchased portion portions Notes of the Definitive Note surrendered representing the same indebtedness such series to the extent not redeemed or purchased; provided that each new Note will be redeemed. The Trustee may select for redemption Notes and portions of Notes in a principal amount amounts of $2,000 or an 1,000 and integral multiple 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.
(e) In addition Notice of redemption shall be delivered not less than 15 nor more than 60 days prior to the Optional Redemption Date, to each Holder of such series of Notes to be redeemed, at his address appearing in the Security Register. Notice of any redemption in connection with a corporate transaction that is pending (including an equity offering, an incurrence of indebtedness or a Change of Control) may, at the Company’s rights discretion, be given subject to redeem one or more conditions precedent, including, but not limited to, completion of such corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived by the Optional Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after determining that it will not be able 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 as set forth abovecalled for redemption will become due and payable on the Optional Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Optional Redemption. (ai) At The Series 2020A Bonds are subject to redemption prior to maturity at the option of the Authority as a whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its nominee, is the Owner, and otherwise by lot in such manner as the Trustee in its discretion deems proper), on any Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the principal amount thereof, without premium, plus accrued interest up to but not including the redemption date.
(ii) The Series 2020B Bonds are subject to redemption prior to maturity at the option of the Authority as a whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its nominee, is the Owner, and otherwise by lot in such manner as the Trustee in its discretion deems proper), on any Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the principal amount thereof, without premium, plus accrued interest up to but not including the redemption date.
(iii) The Series 2020B Bonds are subject to redemption at the option of the Authority in whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as its nominee, is the Owner, and otherwise by lot in such manner as the Trustee in its discretion deems proper), at any time prior to the Par Call DateJanuary 1, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option2031, at a redemption price Redemption Price equal to the greater of:
(iA) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption DateSeries 2020B Bonds to be redeemed; or
(iiB) the sum of the Remaining Scheduled Payments on present value of the remaining scheduled payments of principal and interest to the stated maturity date of such Notes being redeemed (Series 2020B Bonds to be redeemed, not including any portion of the those payments of interest accrued and unpaid as of the redemption date (the “Redemption Date”))on which such Series 2020B Bonds are to be redeemed, discounted to its present value as of the Redemption Date date on which such Series 2020B Bonds are to be redeemed on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the applicable Adjusted Treasury RateRate plus (i) 10 basis points for the Series 2020B Bonds maturing on January 1 in the years 2022 through 2025, as determined by (ii) 15 basis points for the Quotation AgentSeries 2020B Bonds maturing on January 1 in the years 2026 through 2030, plus 30 (iii) 20 basis points, plus accrued points for the Series 2020B Bonds maturing on January 1 in the years 2031 and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date2032, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(div) If less than all of the Notes are to be redeemed, the Trustee shall authenticate 25 basis points for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth aboveSeries 2020B Bonds maturing on January 1, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.2033,
Appears in 1 contract
Optional Redemption. (a) At Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to: (i) redeem a Series or Class of Term Notes in whole or in part (so long as, in the case of any time partial redemption, such redemption is funded using the proceeds of the issuance and sale of one or more new Classes of Notes as further specified in the related Indenture Supplement or from any other cash or funds of PLS and not Collections on MSRs) on a date specified in the applicable Indenture Supplement or on any Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) redeem a Series or Class of Variable Funding Notes in whole or in part on a date specified in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1, it will cause the Issuer to notify the Indenture Trustee and the Noteholders of such redemption at least five (5) days prior to the Par Call Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Base Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Base Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Base Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFNs has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (ii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ (or other times specified in the related Indenture Supplement) prior notice to the Indenture Trustee and the Noteholders. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”).
(d) The Issuer may redeem any Series or Class of Notes through (i) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement.
(e) If necessary to avoid a Borrowing Base Deficiency, the Notes may of any Series or Class of Variable Funding Notes shall be redeemed subject to repayment by the CompanyIssuer, in whole or in part, at the Company’s option, at a redemption price equal up to the greater of:
(i) 100% amount necessary to avoid a Borrowing Base Deficiency, using any other cash or funds of the principal amount Issuer other than Collections on the Participation Certificates (Collections for this purpose include payments of the PMH Repurchase Price), upon one (1) Business Day’s prior notice from the Issuer to the Indenture Trustee and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(e) shall reduce the principal balance of such Variable Funding Notes being redeemed plus accrued but shall not result in a reduction of any funding commitments related thereto or the Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes and unpaid interest thereon to, but excluding, the Redemption Date; or
Issuer) and (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date may be made on a seminon-annual pro rata basis (assuming a 360-day year consisting with other Series of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption DateVariable Funding Notes.
(bf) At Notwithstanding any time on and after the Par Call Dateother provision of this Base Indenture, the Company may redeem the Notes, in whole or in part, at a early redemption price equal to 100% rights of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment DateIssuer set forth in this Section 13.1 are in addition to, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the CompanyIssuer’s rights to redeem the Notes as set forth above, in Section 2.01(b)(ii) to remove as Collateral the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureParticipation Certificates and Mortgage Pools.
Appears in 1 contract
Optional Redemption. (a) At any time Prior to November 15, 2029 (one month prior to their maturity date) (the “Par Call Date”), the Company may redeem the Notes may be redeemed by the Companyat its option, at any time in whole or from time to time in part, at the Company’s option, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; orand
(ii) (a) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest accrued as of on the Notes to be redeemed, in each case, discounted to the redemption date (assuming the “Redemption Notes matured on the Par Call Date”)), discounted to its present value as of the Redemption Date ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus less (b) interest accrued thereon to the date of redemption, plus, in either case for clause (i) or (ii) above, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Dateredemption date.
(b) At any time on and or after the Par Call Date, the Company may redeem the Notes, in Notes shall be redeemable as a whole or in part, at any time from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, redeemed plus accrued and unpaid interest, if any, interest on the Notes to be redeemed to, but not including, the Redemption Date (subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).redemption
(c) If The Company’s actions and determinations in determining the optional Redemption Date is redemption price shall be conclusive and binding for all purposes, absent manifest error.
(d) The calculation or determination of the redemption price shall be made by the Company or on or after a Record Date and on or before its behalf by such person as the related Interest Payment DateCompany shall designate. For the avoidance of doubt, the accrued and unpaid interest, if any, will calculation or determination of the redemption price shall not be paid to the Person obligation or responsibility of the Trustee or Paying Agent.
(e) Unless the Company defaults in whose name the Note is registered at payment of the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Dateprice, interest will cease to accrue on any Notes or portions thereof that have been called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder redemption at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000redemption rate.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At Article III of the Base Indenture is hereby supplemented by the provisions of this First Supplemental Indenture which shall apply to the Notes.
(b) Prior to February 28, 2029, the Company may redeem the Notes in whole at any time prior to the Par Call Date, the Notes may be redeemed by the Company, in whole or in partpart from time to time, at the Company’s its option, on at least 15 but not more than 60 days prior notice, at a redemption price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum present value of the Remaining Scheduled Payments on such the Notes being redeemed (not including any portion of the payments of interest accrued as of on the redemption date (the “Redemption Date”))date, discounted to its present value as the date of the Redemption Date redemption, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) semiannual basis, at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 50 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the Redemption Date.
(b) At any time on and redemption date. On or after the Par Call DateFebruary 28, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, in whole or in partat its option, on at least 15 but not more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the Notes to be being redeemed, plus accrued and unpaid interestinterest on such Notes being redeemed to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption date.
(c) If the an optional Redemption Date redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, the any accrued and unpaid interest, if any, interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, and no additional interest will shall be payable to Holders whose Notes will be subject to calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless we default in payment of the redemption by the Company. On price, on and after the Redemption Date, redemption date interest will cease to accrue on the Notes or portions thereof of the Notes called for redemptionredemption and those Notes will cease to be outstanding.
(d) The Trustee shall have no obligation to calculate or verify the calculation of the present value of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(e) If less than all of the Notes are to be redeemedredeemed at any time, the Trustee shall authenticate will select the Notes for redemption in compliance with the Holder at the expense requirements of the Company Depository, or if the Notes are not held through a new Depository or the Depository prescribes no method of selection, on a pro rata basis or by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note equal in principal amount to the unredeemed an unauthorized denomination remains outstanding after such redemption or unpurchased portion purchase; provided, however, that no Note of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be $2,000 in a aggregate principal amount of $2,000 or an integral multiple of $1,000 less shall be redeemed in excess of $2,000part.
(ef) In addition Notices of redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 15 but (except as set forth in clause (g)) not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII of this First Supplemental Indenture.
(g) Notices of redemption may, at the Company’s rights discretion, be conditioned on the satisfaction of one or more conditions, including, but not limited to, the consummation of an acquisition or financing transaction or equity offering. In addition, if such redemption is subject to redeem satisfaction of one or more conditions, such notice shall state that, in the Notes Company’s discretion, the redemption date may be delayed until such time as set forth aboveany or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note if such Notes are held in physical form. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in open-market transactionsthe open market, by tender offers offer, negotiated transactions or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureotherwise.
Appears in 1 contract
Sources: First Supplemental Indenture (CNO Financial Group, Inc.)
Optional Redemption. (a) At any time So long as full cumulative dividends on all outstanding shares of Series A Preferred Stock for all dividend periods ending on or prior to the Par Call Date, date fixed for redemption shall have been paid or declared and set apart for payment and subject to any applicable requirements of Texas law and the Notes may be redeemed by rights of the holders of any shares of any other series of Preferred Stock (or any similar stock) of the Company, in the Company shall have the option to redeem the whole or any part of the Series A Preferred Stock at any time on at least 30 days notice in part, at accordance with the Company’s option, provisions of the procedures for redemptions set forth in the TBCA at a redemption price equal to the greater of:
of (a) $200 and (b), subject to the provision for adjustment hereinafter set forth, 200 times the "current per share market price" of the Common Stock on the date of mailing of the notice of redemption, together with unpaid accumulated dividends to the date of such redemption. In the event the Company shall at any time after the Rights Declaration Date (i) 100% declare any dividend on Common Stock payable in shares of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toCommon Stock, but excluding, the Redemption Date; or
(ii) subdivide the sum outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were otherwise entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be the average of the Remaining Scheduled Payments closing price per share of such Common Stock for the 10 consecutive "trading days" (as such term is hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, regular way, or, in case no such sale takes place on such Notes being redeemed (not including any portion day, the average of the payments of interest accrued closing bid and asked prices, regular way, in either case as of reported in the redemption date (principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the “Redemption Date”))New York Stock Exchange or, discounted if the Common Stock is not listed or admitted to its present value as of trading on the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury RateNew York Stock Exchange, as determined by reported in the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal amount of such Notes being redeemed tonational securities exchange on which the Common Stock is listed or admitted to trading or, but excludingif the Common Stock is not listed or admitted to trading on any national securities exchange, the Redemption Date.
last quoted price or, if not so quoted the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System (b"NASDAQ") At or such other system then in use or, if on any time on and after such date the Par Call DateCommon Stock is not quoted by any such organization, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% average of the principal amount closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right Directors of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after If on such date no such market maker is making a market in the Redemption DateCommon Stock, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all the fair value of the Notes are to be redeemed, Common Stock on such date as determined in good faith by the Trustee shall authenticate for the Holder at the expense Board of Directors of the Company shall be used. The term "trading day" shall mean a new Note equal in day on which the principal amount national securities exchange on which the Common Stock is listed or admitted to trading is open for the unredeemed or unpurchased portion transaction of business or, if the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that Common Stock is not prohibited listed or admitted to trading on any national securities exchange, a Monday, Tuesday, Wednesday, Thursday or Friday on which banking institutions in the State of New York are not authorized or obligated by the Indenturelaw or executive order to close.
Appears in 1 contract
Sources: Rights Agreement (Lone Star Energy Plant Operations Inc)
Optional Redemption. (a) At any time prior to The Notes are redeemable at the Par Call Date, the Notes may be redeemed by the CompanyIssuers’ election, in whole or in part, part at the Company’s option, at a any time prior to their Stated Maturity.
(a) The redemption price for the Notes that are redeemed before November 15, 2030 will be equal to the greater of:
(i) ARTICLE 1. 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) ARTICLE 2. as determined by an Independent Investment Banker, the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being to be redeemed (not including any portion of the such payments of interest accrued as to the date of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 50 basis points, plus, in either of the above cases, accrued and unpaid interest to, but not including, the date of redemption on the Notes to be redeemed.
(b) The redemption price for Notes that are redeemed on or after November 15, 2030 will be equal to the sum of 100% of their principal amount, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the Redemption Date.
(b) At any time date of redemption on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed. Any such redemption may, plus accrued and unpaid interestat the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if any, on the Notes to the Redemption Date (such redemption is subject to the right satisfaction of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on one or after a Record Date and on or before more conditions precedent, the related Interest Payment Datenotice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the accrued date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was delivered), or such redemption may not occur and unpaid interest, if any, will such notice may be paid to rescinded in the Person in whose name the Note is registered at the close of business on event that any or all such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption conditions shall not have been satisfied or waived by the Companydate of redemption, or by the date of redemption as so delayed. On and after Unless the Redemption DateIssuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemptionredemption on the applicable redemption date.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
Optional Redemption. (a) At any time prior to the Par Call DateBeginning on or after March 24, 2022, the Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed on or after March 24, 2022 and before March 2, 2024, the Redemption Price will be equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on ), assuming that such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))matured on March 2, 2024, discounted to its present value as of the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the applicable Adjusted sum of the Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus plus, in either case, accrued interest thereon to, but not including, the Redemption Date; 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 principal amount Redemption Date to the holder of such record on the Regular Record Date. If any or all of the Notes being are redeemed toon or after March 2, but excluding2024, the Redemption Date.
Price (bcalculated by the Company) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price will be equal to 100% of the principal amount of the Notes to be redeemedredeemed plus accrued and unpaid interest to, plus but not including, the Redemption Date for such Notes. 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 accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 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 excess writing of $2,000.
(e) In addition such request at least 5 days prior to the Companydate 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, shall be set forth in an Officer’s rights Certificate of the Issuer delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Sources: Nineteenth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (a) At The Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes, at the Redemption Price, if (i) the Last Reported Sales Price of the Ordinary Shares has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the Redemption Notice Date and (ii) either (A) a registration statement covering the resale of the Ordinary Shares issuable upon exchange of the Notes is effective and available for use and is expected to remain effective and available for use during the Redemption Period as of the Redemption Notice Date, or (B) the Ordinary Shares issuable upon exchange of the Notes are eligible for resale by Holders other than the Parent’s or Company’s Affiliates or Holders that were the Parent’s or Company’s Affiliates at any time prior to during the Par Call Date, three months immediately preceding.
(b) The Company may redeem the Notes may be redeemed by the Companyfor cash, in whole or but not in partpart (except in respect of Holders that elect otherwise as described below), at the Company’s option, option (a “Tax Redemption”) at a redemption price equal to the greater ofRedemption Price if all of the following are satisfied:
(i) 100% of on the principal amount of next Interest Payment Date, the Notes being redeemed plus accrued and unpaid interest thereon Company would be required to pay any Additional Amounts as a result of:
(A) any amendment to, but excludingor change in, the Redemption laws, tax treaties, or any regulations, protocols or rulings promulgated thereunder of a Relevant Taxing Jurisdiction that is formally announced and becomes effective, in each case, after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date); or
(B) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date) (any such amendment or change described in clauses (A) or (B), a “Change in Tax Law”);
(ii) the sum Company cannot avoid any payment obligation specified in clause (i) above by taking reasonable measures available to the Company (provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Remaining Scheduled Payments on such Notes being redeemed Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(b)); and
(not including any portion iii) either (A) a registration statement covering the resale of the payments of interest accrued as Ordinary Shares issuable upon exchange of the redemption date (Notes is effective and available for use and is expected to remain effective and available for use during the “Redemption Date”)), discounted to its present value Period as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Notice Date, or (B) the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all Ordinary Shares issuable upon exchange of the Notes are to be redeemed, eligible for resale by Holders other than the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed Parent’s or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem Affiliates or Holders that were the Notes as set forth above, Parent’s or Company’s Affiliates at any time during the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenturethree months immediately preceding.
Appears in 1 contract
Sources: Indenture (Gamida Cell Ltd.)
Optional Redemption. (a) At The Company may redeem this Note at any time prior to the Par Call Datetime, the Notes may be redeemed by the Companyat its option, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount redeemed, plus accrued interest to the Redemption Date, subject to compliance with this Section 3.1.
(b) At least 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 each Holder whose Notes are to be redeemed, in whole or in part. The notice shall identify the Notes being to be redeemed plus accrued and unpaid shall state:
(i) the Redemption Date;
(ii) that Notes called for redemption must be surrendered to the Company for payment;
(iii) that unless the Company defaults in making the redemption payment, interest thereon to, but excluding, on any Note called for redemption shall cease to accrue on and after the Redemption Date; orand
(iiiv) the sum of the Remaining Scheduled Payments on such Notes if any Note is being redeemed (not including any in part, the portion of the payments principal amount of interest accrued as of such Note to be redeemed and that, on or after the redemption date (the “Redemption Date”)), discounted and upon surrender of such Note, a new Note in principal amount equal to its present value as the unredeemed portion thereof will be issued.
(c) Once notice of redemption is mailed, Notes called for redemption become due and payable on the Redemption Date on a semi-annual basis (assuming a 360-day year consisting Date. Upon surrender to the Company, the principal balance of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined such Notes called for redemption shall be paid by the Quotation Agent, plus 30 basis pointsCompany on the Redemption Date, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, to the Redemption Date.
(bd) At any time on and after the Par Call DateUpon surrender of a Note that is to be redeemed in part, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes shall issue to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount equal to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000surrendered.
(e) In addition Notes called for redemption pursuant to this Section 3.1 shall remain subject to the Company’s rights subordination provisions of Section 5 hereof.
(f) If the Company redeems this Note in whole or in part prior to redeem the Notes as set forth aboveMay 4, 2002, the Company may shall issue to Holder warrants to purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited the number of shares of Common Stock of the Company which would have been issued by the Indenture.Company if ▇▇▇▇▇▇ had elected to convert the principal amount of the Note subject to such redemption at the conversion price, as
4.1. The exercise price of the warrants shall be equal to the conversion price, as defined in Section 4.1, and such warrants shall expire on May 4, 2002. The form of such warrant is attached hereto as Exhibit A.
Appears in 1 contract
Optional Redemption. (aA) At During any time prior to the Par Call DateFlexible Interest Rate Period, Daily Interest Rate Period or Weekly Interest Rate Period, the Notes Series 1990A Bonds may be redeemed by the Company, Trustee with Available Moneys on deposit in whole or in partthe Bond Fund, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% option of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toCompany, but excluding, the Redemption on any Interest Payment Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof.
(B) The Series 1990A Bonds shall be redeemed in whole on any Interest Payment Date (which for Bonds bearing interest at Flexible Interest Rates shall be the latest Interest Payment Date on which interest is payable for all Flexible Interest Rate Periods theretofore established) with Available Moneys on deposit in the Bond Fund at a redemption price equal to the principal amount thereof upon receipt by the Trustee of Notes a written notice from the Company stating that any of the following events has occurred and that it therefore intends to exercise its option to prepay the payments due under the Agreement in whole pursuant to Section 7.2 of the Agreement and thereby effect the redemption of Series 1990A Bonds in whole:
(I) all or substantially all of the Facility shall be redeemeddamaged or destroyed and the Company shall determine that it is not practicable or desirable to rebuild, repair and restore the Facility;
(II) all or substantially all of the Facility shall be condemned or such use or control thereof shall be taken by eminent domain as to render the Facility unsatisfactory to the Company for continued operation;
(III) unreasonable burdens or excessive liabilities shall be imposed upon the Issuer or the Company with respect to the Facility or the operation thereof; or
(IV) all or substantially all of the property of the Company shall be transferred or sold to any corporation other than an affiliate of the Company or the Company shall be consolidated with or merged into a corporation other than an affiliate of the Company in such manner that the Company is not the surviving corporation.
(C) On the effective date of any Term Interest Rate Period, the Series 1990A Bonds shall be subject to redemption, in whole or in part with Available Moneys on deposit in the Bond Fund, at the option of the Company, at the principal amount thereof without premium. During any Term Interest Rate Period, the Series 1990A Bonds also shall be subject to redemption, in whole or in part, with Available Moneys on deposit in the Bond Fund, at the option of the Company, at the times (measured in each case from the first day of the applicable Term Interest Rate Period), and at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.date:
Appears in 1 contract
Sources: Indenture of Trust (Enron Corp/Or/)
Optional Redemption. (a) At any time prior The Bonds shall be subject to the Par Call Date, the Notes may be redeemed by the Companyredemption, in whole or in part, at the option of the Authority upon the direction of the Company’s option, from related payments made by the Company pursuant to Section 4.02 of the Participation Agreement and the Company Obligation and any other monies held by the Trustee in the Bond Fund and specifically available to be applied to the redemption of Bonds as provided in this Section 5.01 and Section 10.03 hereof:
(a) During any Commercial Paper Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Dateamount.
(b) At During any time Auction Rate Period, Auction Rate Bonds shall be subject to redemption on and after the Par Call Business Day immediately succeeding each Auction Date, the Company may redeem the Notes, in as a whole or in part, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to the date fixed for redemption; provided, however, that not less than $10,000,000 in aggregate principal amount of Notes the Bonds be outstanding unless otherwise consented to by the Broker-Dealers.
(c) During any Daily Rate Period, such Bonds shall be redeemedsubject to redemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and unpaid interestinterest to the date fixed for redemption, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are During any Weekly Rate Period, such Bonds shall be subject to be redeemedredemption on any Business Day, the Trustee shall authenticate for the Holder as a whole or in part, at the expense of the Company a new Note equal in principal amount thereof, plus accrued and unpaid interest to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000date fixed for redemption, if any.
(e) In addition During any Monthly Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof.
(f) During any Semi-annual Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof.
(g) During any Term Rate or Fixed Rate Period, such Bonds shall be subject to redemption in whole at any time on any Business Day or in part on any Interest Payment Date as follows: after the No-Call Period, which shall begin on the first day of the Calculation Period applicable to such Bonds or on a Fixed Rate Conversion Date, as the case may be, at a redemption price equal, initially, to the Company’s rights principal amount thereof, plus a premium equal to redeem the Notes percentage of the principal amount to be redeemed (the "Initial Premium"), plus accrued and unpaid interest if paid on a Business Day other than an Interest Payment Date. The premium percentage, if any, shall decline by the percentage shown in the Reduction in Premium column on each anniversary of the date on which such Bonds are first redeemable until the Bonds shall be redeemable without premium. Calculation Period or Period to Maturity Applicable to Subject Bonds If upon establishment of a Term Rate Period or a Fixed Rate Period, as set forth abovethe case may be, the Remarketing Agent certifies to the Trustee, Bond Counsel and the Authority in writing that the schedule is not consistent with then-prevailing market conditions, the Authority at the request of the Company may purchase Notes revise the Initial Premium, Reductions in openPremium and No-Call Periods without the approval of the Holders to reflect then-prevailing market transactionsconditions, tender offers upon receipt of an opinion of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or otherwise invest such net proceeds in any manner that conjunction with the establishment of a Calculation Period or a Fixed Rate, as the case may be, are made in accordance with this Indenture, is permitted under the Act and will not prohibited by adversely affect the Indentureexclusion of interest on the Bonds from gross income for federal income tax purposes.
Appears in 1 contract
Sources: Indenture of Trust (Keyspan Corp)
Optional Redemption. (a) At any time prior to the Par Call Date, the The Notes may will be redeemed by the Company, redeemable in whole or in part, at the Company’s option, at any time and from time to time prior to November 15, 2027 (three months prior to the Stated Maturity Date) at a redemption price Redemption Price equal to the greater of:
of (ithe “Applicable Premium”) (a) 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(iib) the sum of the Remaining Scheduled Payments on such Notes being redeemed present values of the remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest accrued as of the redemption date (the “Redemption Date”)), ) discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, Rate (as determined by the Quotation Agentdefined below), plus 30 15 basis points, plus plus, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, . The Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time on or after November 15, 2027 (three months prior to the Stated Maturity Date) at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the Redemption Date. Further, installments of interest on any Notes to be optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes applicable Interest Payment Date to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at Notes as of the close of business on the relevant Regular Record Date according to such Record Date, Notes and no additional interest the Indenture. Notice of any redemption will be payable mailed, or delivered electronically if held by DTC in accordance with DTC’s customary procedures, not less than 30 days and not more than 60 days prior to Holders whose the Redemption Date to each Holder of Notes will to be subject to redemption by redeemed. Unless the Company. On Company defaults in payment of the Redemption Price, from and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(d) . If less than all of the Notes are to be redeemed, the Notes to be redeemed will be selected by the Trustee shall authenticate for by a method that the Holder at the expense Trustee deems to be fair and appropriate. For purposes of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth aboveforegoing optional redemption provisions, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.following terms are applicable:
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call DateBeginning on or after July 1, 2018, the Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a any time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed on or after July 1, 2018 and before October 25, 2027, the redemption price will be equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon Table of Contents (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) discounted to the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the applicable Adjusted sum of the Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus plus, in either case, accrued interest thereon to, but not including, the Redemption Date; 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 principal amount Redemption Date to the holder of such record on the Regular Record Date. If any or all of the Notes being are redeemed toon or after October 25, but excluding2027, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price will be equal to 100% of the principal amount of the Notes to be redeemedredeemed plus accrued and unpaid interest to, plus but not including, the Redemption Date for such Notes. 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 accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in excess writing of $2,000.
(e) In addition such request at least 15 days prior to the Companydate 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, shall be set forth in an Officer’s rights Certificate of the Issuer delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to time, a part of the Par Call Date, the Notes may be redeemed by the Company, in whole or in partNotes, at the Company’s its option, at a redemption price prices equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, but excludingif any, to the Redemption Date; orredemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being redeemed (not including any portion of the payments such payment of interest accrued as on the date of redemption, from the redemption date (to the “Redemption Date”))maturity date, discounted to its present value as of the Redemption Date redemption date on a semi-annual basis B-7 (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Bund Rate plus 30 50 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.; over
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) being redeemed. If the optional Redemption Date redemption date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Daterecord date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the CompanyIssuer. On and after In the Redemption Datecase of any partial redemption, interest the Trustee will cease to accrue select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on Notes or portions thereof called for redemption.
(d) If less than all of which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of €1,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a . A new Note equal in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or unpurchased portion in the case of Definitive Notes, issued in the name of the Definitive Note surrendered representing Holder thereof upon cancellation of the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000original Note.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to January 25, 2027 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in any manner that is not prohibited by the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At To the extent not expressly amended or modified by this Supplemental Indenture with respect to the Senior Notes, the Original Indenture, including Article XI therein, shall apply to any time prior redemption of the Senior Notes.
(b) Prior to the Par Call Date, the Company may redeem the Senior Notes may be redeemed by the Companyat its option, in whole or in part, at the Company’s optionany time and from time to time, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(iiA) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest accrued as of on the redemption date (the “Redemption Date”)), Senior Notes to be redeemed discounted to its present value as of the Redemption Date (assuming the Senior Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 basis pointspoints less (B) interest accrued to the Redemption Date, plus and (ii) 100% of the principal amount of the Senior Notes to be redeemed, plus, in the case of each of clauses (i) and (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Redemption Date.
(bc) At any time on and On or after the Par Call Date, the Company may redeem the NotesSenior Notes at the its option, in whole or in part, at any time and from time to time at a redemption price Redemption Price equal to 100% of the principal amount of the Senior Notes to be being redeemed, plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Senior Notes.
(cd) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on such Senior Notes or portions 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, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Senior Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any.
(de) If less than all In the case of a partial redemption, selection of the Senior Notes are to for redemption will be redeemedmade pro rata, by lot or by such other method as the Trustee shall authenticate for the Holder at the expense in its sole discretion deems appropriate and fair. No Senior Notes of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less will be redeemed in part. If any Senior Note is to be redeemed in part only, the notice of $1,000 redemption that relates to the Senior Note will state the portion of the principal amount of the Senior Note to be redeemed. A new Senior Note in excess a principal amount equal to the unredeemed portion of $2,000the Senior Note will be issued in the name of the holder of the Senior Note upon surrender for cancellation of the original Senior Note. For so long as the Senior Notes are in global form, the redemption of the Senior Notes shall be done in accordance with the rules and procedures of the Depositary that apply to such redemption.
(ef) In addition Notice of any redemption shall be electronically delivered or mailed (or otherwise sent in accordance with the rules and procedures of the Depositary that apply to such redemption), at least 10 days but not more than 60 days before the Redemption Date to each Holder of the Senior Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (c) of this Section 2.4 shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Subject to the last paragraph of Section 11.4 of the Original Indenture, notice of redemption having been given as provided in the Original Indenture, the Senior Notes called for redemption shall become due and payable on the relevant Redemption Date and at the Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date. The Company’s rights actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Redemption Price of any Senior Note, or any component thereof or otherwise hereunder, and shall be entitled to redeem receive, and fully protected in relying upon, an Officer’s Certificate from the Company that states such Redemption Price.
(h) The Senior Notes will be redeemable, at the option of the Company, at any time as set forth abovea whole but not in part, upon not less than 10 nor more than 60 days’ prior notice to the Holders of the Senior Notes, on any date prior to their maturity, at 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date, in the event that the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after June 26, 2024; or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after June 26, 2024, and, in each case, the Company may purchase cannot avoid such obligation by taking reasonable measures available to it. Installments of interest on the Senior Notes for which the Redemption Date is after a Regular Record Date and on or before the following Interest Payment Date shall be payable to the Holders of such Senior Notes registered as such at the close of business on the Regular Record Date therefor. Before the Company publishes or delivers any notice of redemption of the Senior Notes, it shall deliver to the Trustee an Officers’ Certificate to the effect that the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an Opinion of Counsel stating that the Company would be obligated to pay Additional Amounts as a result of a change in open-market transactions, tender offers tax laws or otherwise invest regulations or the application or interpretation of such net proceeds in any manner that is not prohibited by the Indenturelaws or regulations.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article Three of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Par Call DateNotes with respect to this Section 1.3.
(b) The Notes shall be redeemable, the Notes may be redeemed by the Companyin each case, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the 2016 Notes, 2021 Notes being redeemed plus accrued and unpaid interest thereon toor the 2041 Notes to be redeemed, but excludingas the case may be, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued 2016 Notes, 2021 Notes or the 2041 Notes to be redeemed, as of the redemption date (the “Redemption Date”))case may be, discounted to its present value as of the Optional 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 applicable Adjusted Treasury RateRate plus 15 basis points in the case of the 2016 Notes, as determined by 20 basis points in the Quotation Agent, plus case of the 2021 Notes and 30 basis pointspoints in the case of the 2041 Notes, plus plus, in addition to such Optional Redemption Price, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Optional Redemption Date.
(b) At any time on and after . Notwithstanding the Par Call Dateforegoing, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% installments of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Securityholders of such Notes registered as such at the close of business on such Record Date, the applicable record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Indenture.
(c) On and after the Optional Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (dexcept if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes shall be redeemed in accordance with Section 3.02 of the Base Indenture.
(d) Notice of any optional redemption shall be mailed at least 30 days but not more than 60 days before the Optional Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the expense time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness Trustee no later than two (2) Business Days prior to the extent not redeemed or purchased; Optional Redemption Date. Notice of redemption having been given as provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Sources: First Supplemental Indenture (Applied Materials Inc /De)
Optional Redemption. (a) At any time prior to the Par Call Datebefore December 15, 2022, the Notes may be redeemed by the CompanyCompany may, on any one or more occasions, redeem, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:of the following amounts, plus, in each case, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption or purchase (“Optional Redemption Date”) (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date):
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum of the present values of the Remaining Scheduled Payments due on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 25 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, thereon to the Redemption Date. Calculation of the foregoing shall be made by the Company or on the Company's behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.
(b) At any time on and or after the Par Call DateDecember 15, 2022, the Company may may, on any one or more occasions, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, redeemed plus accrued and unpaid interest, if any, on the principal amount of the Notes to being redeemed to, but excluding, the date of redemption or purchase (“Par Redemption Date”; and the Par Redemption Date and the Optional Redemption date, each, a “Redemption Date”) (subject to the right of Holders the holders of record on the relevant Record Date record date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(d) If less than all redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000applicable redemption price.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Maxim Integrated Products Inc)
Optional Redemption. (ai) At While any time prior Daily or Weekly Rate is in effect with respect to the Par Call Datea Series of 2010 Bonds, the Notes may be redeemed 2010 Bonds of such Series are subject to optional redemption by the Company, in Agency from Available Moneys (but only with consent of the related Credit Provider if the source of Available Moneys is to be a draw on the related Credit Facility) as a whole or in part, at the Company’s option, part on any Business Day at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed thereof, plus accrued and unpaid interest thereon toto the date fixed for redemption, but excluding, the Redemption Date; orwithout premium.
(ii) While any Monthly, Flexible or Semiannual Rate is in effect with respect to a Series of 2010 Bonds, the sum 2010 Bonds of such Series are subject to optional redemption by the Agency from Available Moneys (but only with the consent of the Remaining Scheduled Payments related Credit Provider if the source of Available Moneys is to be a draw on such Notes being redeemed (not including the related Credit Facility) as a whole on any portion of date or in part on any Interest Payment Date at a price equal to the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis pointsprincipal amount thereof, plus accrued and unpaid interest on to the principal amount of such Notes being redeemed todate fixed for redemption, but excluding, the Redemption Datewithout premium.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(ciii) If the source of Available Moneys to be used for an optional redemption pursuant to (i) or (ii) above is other than a draw on the related Credit Facility, no notice of such optional redemption shall be given pursuant to Section 4.03 unless the Agency has certified to the Fiscal Agent that it has on hand or on deposit in the related account within the Redemption Date Fund Available Moneys sufficient for the redemption price. If such Available Moneys is on invested pending its use for redemption, such amount shall be invested only in Permitted Investments of the type described in clause (i) or after a Record Date (vi) of the definition of Permitted Investments herein and such Permitted Investments must mature or be redeemable on or before the related Interest Payment Dateoptional redemption date set forth in such notice.
(iv) While any Long Rate is in effect and also after the Fixed Rate Date with respect to a Series of 2010 Bonds, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close 2010 Bonds of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be Series are subject to optional redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionAgency as provided in a Supplemental Agreement.
(dv) If less than all While the Index Rate is in effect with respect to a Series of the Notes are to be redeemedBonds, the Trustee shall authenticate for 2010 Bonds of such Series are subject to optional redemption by the Holder Agency as a whole or in part on any Business Day at a price equal to the expense of the Company a new Note equal in principal amount thereof, plus accrued interest to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000date fixed for redemption, without premium.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Fiscal Agent Agreement
Optional Redemption. (a) At On or after August 14, 2022, 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 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive) during any time 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% of the principal amount of the 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 Par Call immediately succeeding Interest Payment Date, in which case the Notes may 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 redeemed by equal to 100% of the Companyprincipal amount of the Bonds to be redeemed).
(b) On or after August 14, 2023, the Company shall be entitled at its option to redeem the Bonds, in whole or in part, at the Company’s option, at a redemption price equal prices applicable to the greater of:
Bonds (i) 100% expressed as a percentage of the principal amount of the Notes being redeemed Bonds to be redeemed) set forth below, plus accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
Date (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of unless the Redemption Date falls after a Regular Record Date but on a semi-annual basis (assuming a 360-day year consisting or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at as of the close of business on such Regular Record Date, and no additional interest the redemption price will be payable equal to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all applicable percentage of the Notes are principal amount of the Bonds to be redeemed, ) if redeemed during the Trustee shall authenticate for the Holder at the expense twelve-month period beginning on August 14 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.years indicated below: YearPercentage 2023 101.250% 2024 100.625% 2025 and thereafter 100.000%
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
Optional Redemption. (a) The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) At any time and from time to time prior to the Par Call Date, the Notes may be redeemed by Company shall have the Companyright to redeem at its option the Notes, in whole at any time or in partpart from time to time, on at least 15 days but no more than 60 days prior written notice transmitted to the Company’s optionregistered holders of the Notes to be redeemed. Upon redemption of the Notes, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional 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 applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 25 basis points, plus plus, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon, if any, to, but excluding, the Optional Redemption Date.
(b) At any time . In addition, on and after the Par Call Date, the Company may redeem the NotesNotes shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Notes to Optional Redemption Date. The Company shall calculate the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Price.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment DateDate to the Securityholders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Optional Redemption Date for the Notes, will the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be paid to redeemed on the Person in whose name the Note is registered at the close of business on such Record Optional Redemption Date, and no additional interest will (except if the date fixed for redemption shall be payable to Holders whose Notes will be subject to redemption by the Companyan Interest Payment Date) accrued and unpaid interest, if any. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes shall authenticate for the Holder at the expense be redeemed in accordance with Section 3.02 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000Base Indenture.
(e) In addition Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the Company’s rights date of the giving of such notice (unless a shorter notice shall be satisfactory to redeem the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At any time prior to The Notes are redeemable at the Par Call Date, the Notes may be redeemed by the CompanyIssuers’ election, in whole or in part, part at the Company’s option, at a any time prior to their Stated Maturity.
(a) The redemption price for the Notes that are redeemed before February 15, 2027 will be equal to the greater of:
(i) i. 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) . as determined by an Independent Investment Banker, the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being to be redeemed (not including any portion of the such payments of interest accrued as to the date of redemption) discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 50 basis points, plus, in either of the above cases, accrued and unpaid interest to, but not including, the date of redemption on the Notes to be redeemed.
(b) The redemption price for Notes that are redeemed on or after February 15, 2027 will be equal to the sum of 100% of their principal amount, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the Redemption Date.
(b) At any time date of redemption on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed. Any such redemption may, plus accrued and unpaid interestat the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if any, on the Notes to the Redemption Date (such redemption is subject to the right satisfaction of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on one or after a Record Date and on or before more conditions precedent, the related Interest Payment Datenotice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the accrued date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption may not occur and unpaid interest, if any, will such notice may be paid to rescinded in the Person in whose name the Note is registered at the close of business on event that any or all such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption conditions shall not have been satisfied or waived by the Companydate of redemption, or by the date of redemption as so delayed. On and after Unless the Redemption DateIssuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemptionredemption on the applicable redemption date.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime, the Notes may shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, at a redemption price equal . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 12.5 basis points, plus plus, in the case of each of clause (i) or (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At any time on and Date for such Notes. On or after the Applicable Par Call Date, the Company may redeem Date for the Notes, in whole or in part, at a redemption price the Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Notes.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the applicable Redemption Date, interest will cease to accrue on such Notes or portions any portion thereof called for redemption.
(d) , unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for any Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. The Company need not issue, authenticate, register the transfer of $1,000 or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in excess of $2,000whole or in part.
(ed) In addition Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 30 days (in the case of any redemption of Notes prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any redemption of Notes with a Redemption Date on or after the Applicable Par Call Date for such Notes) but in each case not more than 60 days before the Redemption Date to redeem each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth abovein an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time The provisions of Article Eleven of the Base Indenture, as amended by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
(b) The 2016 Notes and, prior to the Par Call DateOctober 15, 2020, the 2021 Notes may shall be redeemed by the Companyredeemable, in each case, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at the Company shall pay a redemption price Redemption Price equal to the greater of:
(i) 100% of the principal amount of the 2016 Notes being redeemed plus accrued and unpaid interest thereon toor the 2021 Notes to be redeemed, but excludingas the case may be, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued 2016 Notes or the 2021 Notes to be redeemed, as of the redemption date (the “Redemption Date”))case may be, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by Rate plus 25 basis points in the Quotation Agent, plus case of the 2016 Notes and 30 basis pointspoints in the case of the 2021 Notes, plus plus, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, thereon to the Redemption Date.
(b) At any time . Commencing on and after the Par Call DateOctober 15, 2020, the Company may redeem the Notes2021 Notes shall be redeemable, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, being redeemed plus accrued and unpaid interest, if any, on the Notes interest to the Redemption Date. Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date (subject shall be payable on the Interest Payment Date to the right registered holders as of Holders the close of record business on the relevant Record Date record date according to receive interest due on the relevant Interest Payment Date)Notes and the Indenture.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (dexcept 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 shall be redeemed in accordance with Section 1103 of the Base Indenture.
(d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Such notice shall be provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be determined at the expense time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion 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, on the Redemption Date, become due and payable at the Redemption Price, and accrued and unpaid interest, if any, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Definitive Note surrendered representing Redemption Price and accrued interest, if any) such Notes shall cease to bear interest. Installments of interest on the same indebtedness Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to the extent not redeemed or purchased; provided that each new Note will Redemption Date shall be payable on the Interest Payment Date in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by accordance with the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Life Technologies Corp)
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to February 12, 2051 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to the applicable procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any manner that is not prohibited by conditions precedent provided in the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At On or after August 14, 2022, 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 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive) during any time 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% of the principal amount of the 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 Par Call immediately succeeding Interest Payment Date, in which case the Notes may 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 redeemed by equal to 100% of the Companyprincipal amount of the Bonds to be redeemed).
(b) On or after August 14, 2023, the Company shall be entitled at its option to redeem the Bonds, in whole or in part, at the Company’s option, at a redemption price equal prices applicable to the greater of:
Bonds (i) 100% expressed as a percentage of the principal amount of the Notes being redeemed Bonds to be redeemed) set forth below, plus accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
Date (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of unless the Redemption Date falls after a Regular Record Date but on a semi-annual basis (assuming a 360-day year consisting or prior to the immediately succeeding Interest Payment Date, in which case the Company will pay the full amount of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders Holder of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at as of the close of business on such Regular Record Date, and no additional interest the redemption price will be payable equal to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all applicable percentage of the Notes are principal amount of the Bonds to be redeemed, ) if redeemed during the Trustee shall authenticate for the Holder at the expense twelve-month period beginning on August 14 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.years indicated below: YearPercentage 2023 101.250% 2024 100.625% 2025 and thereafter 100.000%
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
Optional Redemption. (a) At The Company may at any time on or prior to the Par Call Date[●], 2018, unconditionally redeem, in whole but not in part, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, its option at a redemption price equal to the greater of:
(i) of 100% of the principal amount of the Notes being redeemed thereof plus accrued and unpaid interest thereon to, but excluding, to the Redemption Date; or
(ii) the sum date of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Dateredemption.
(b) At any time after [●], 20189, but on and after the Par Call Dateor prior to [●], 202110, the Company may redeem the NotesNotes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemedthereof plus the Applicable Premium as of, plus and accrued and unpaid interestinterest to, if any, on the Notes to the Redemption Date (subject to the right date of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption.
(c) If the optional Redemption Date is on or At any time after a Record Date and on or before the related Interest Payment Date[●], 202111, the Company shall have the option to redeem the Notes, in whole or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interestinterest thereon, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to applicable redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptiondate.
(d) If less than The Company may at any time redeem unconditionally, in whole but not in part, the Notes at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the Tax Redemption Date and all Additional Amounts (as defined in Section 4.21 of the Indenture), if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company or any Guarantor determines, acting reasonably and in good faith, that it has become or would become obligated to pay any Additional Amounts in respect of the Notes are as a result of a Change in Tax Law, and (ii) such 9 The six month anniversary of the Restructuring Effective Date. 10 The third anniversary of the Restructuring Effective Date. 11 The third anniversary of the Restructuring Effective Date. obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it. Notwithstanding the foregoing, no notice of redemption of the Notes pursuant to this paragraph 5(d) may be redeemedgiven earlier than 60 days’ prior to the earliest date on which the Company could be obligated to pay such Additional Amounts if a payment in respect of the Notes or the Note Guarantees was then due. Prior to giving notice of any such redemption, the Company shall deliver to the Trustee shall authenticate for (y) an Officers’ Certificate stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the Holder at conditions precedent to its right to redeem have been satisfied and that the expense obligation to pay Additional Amounts cannot be avoided by the Company or any such Guarantor taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal counsel of internationally recognized standing qualified under the laws of the Company a new Note equal in principal amount Relevant Taxing Jurisdiction to the unredeemed effect that the Company (as issuer), Guarantor or unpurchased portion any successor entity has been or will become obligated to pay Additional Amounts as a result of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount Change of $2,000 or an integral multiple of $1,000 in excess of $2,000Tax Law.
(e) In addition Any redemption pursuant to this paragraph shall be made pursuant to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by provisions of Section 3.01 through Section 3.06 of the Indenture.
Appears in 1 contract
Sources: Indenture (CGG Marine B.V.)
Optional Redemption. (a) At any time and from time to time prior to the Par Call DateApril 1, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date 2050 (the “Redemption Datepar call date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after Issuer will have the Par Call Dateright, the Company may at its option, to redeem the Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) on such notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid to and including the date of redemption) discounted to the date of redemption on a semi-annual basis at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the date of redemption. On or after the par call date, the Issuer will 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 Notes principal amount being redeemed to the Redemption Date (subject date of redemption. “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all remaining term of the Notes are (assuming that the Notes matured on the par call date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to be redeemedthe remaining term of the Notes. “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the Trustee shall authenticate for the Holder at the expense average of the Company a new Note equal in principal amount to the unredeemed all such quotations, or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000(iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call DateBeginning on or after May 1, 2019, the Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a any time or from time to time prior to maturity on at least 10 days, but not more than 60 days, prior notice electronically delivered or mailed to each registered Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed on or after May 1, 2019 and before January 1, 2024, the redemption price will be equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) discounted to the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the applicable Adjusted sum of the Treasury Rate, as determined by the Quotation Agent, Rate plus 30 10 basis points, plus plus, in either case, accrued interest thereon to, but not including, the Redemption Date; 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 principal amount Redemption Date to the holder of such record on the Regular Record Date. If any or all of the Notes being are redeemed toon or after January 1, but excluding2024, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price will be equal to 100% of the principal amount of the Notes to be redeemedredeemed plus accrued and unpaid interest to, plus but not including, the Redemption Date for such Notes. 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 accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be mailed (or otherwise electronically delivered) 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 excess writing of $2,000.
(e) In addition such request at least 5 days prior to the Companydate 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, shall be set forth in an Officer’s rights Certificate of the Issuer delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (a) At any time prior Prior to the applicable Par Call Date, the Company may redeem the Notes may be redeemed by the Companyat its option, in whole or in part, at the Company’s optionany time and from time to time, at a redemption price Redemption Price (the “Redemption Price”) (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the (i) sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, in the case of the 2028 Notes, and 25 basis points, in the case of the 2033 Notes less (ii) interest accrued to the applicable date of redemption (the “Redemption Date”), and
(b) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. On or after the applicable 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 thereon to, but excluding, the applicable Redemption Date; or
(ii) . The Company’s actions and determinations in determining the sum Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Company will send by electronic delivery or mail otherwise in accordance with the procedures of the Remaining Scheduled Payments on such Notes being redeemed (Depositary notice of any redemption at least 10 days but not including any portion more than 60 days before the applicable Redemption Date to each Holder of the payments Notes to be redeemed. Once the notice of interest accrued as of redemption is sent, the Notes called for redemption date (the “Redemption Date”)), discounted to its present value as of will become due and payable on the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) and at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis pointsRedemption Price, plus accrued and unpaid interest on to the principal amount of such Notes being redeemed to, but excluding, the applicable Redemption Date.
(b) At , subject to any time conditions precedent specified in such notice. If such redemption is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on and or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or the Par Call DateCompany is not able or willing to waive such conditions precedent. In addition, the Company may redeem provide in such notice that payment of the applicable Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. In the case of a partial redemption of the Notes, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the trustee in whole its sole discretion deems appropriate and fair. 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, at a the notice of redemption price equal that relates to 100% the note will 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 the Depositary (or another depositary), plus accrued the redemption of the Notes shall be done in accordance with the policies and unpaid interest, if anyprocedures of the depositary. The Notes will not be entitled to the benefit of any mandatory redemption or sinking fund. Unless the Company defaults in payment of the Redemption Price, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, Date interest will cease to accrue on the Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to the Par Call Date, the Notes Company may be redeemed by at its option redeem the CompanyNotes, in whole or in part, at the Company’s optionany time or from time to time, at a redemption price Redemption Price equal to the greater ofof the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor:
(i) 100% of the aggregate principal amount of the such Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the on such Optional Redemption Date; orand
(ii) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such Notes being redeemed that would be due if the Notes to be redeemed matured on the Par Call Date (not including any portion of the such payments of interest accrued as of the redemption date (the “to such Optional Redemption Date”)), ) discounted to its present value as of the such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by Rate plus the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on Spread for the principal amount of such Notes being redeemed to, but excluding, the Redemption Dateto be redeemed.
(b) At any time on On and after the Par Call Date, the Company may at its option redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of such Notes to be being redeemed, plus accrued and unpaid interestinterest thereon, if any, on to, but excluding, the Notes to the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)therefor.
(c) If the optional Company redeems the Notes at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to an Optional Redemption Date is for the Notes will be payable on or after a Record Date and on or before the related that Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is registered at Holders thereof as of the close of business on the Regular Record Date immediately preceding such Record Interest Payment Date, and no additional interest will be payable according to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all terms of the Notes are to and the Indenture and (b) the Redemption Price for such Notes will, if applicable, be redeemed, calculated on the Trustee shall authenticate for the Holder at the expense basis of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion 360-day year consisting of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000twelve 30-day months.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Fifth Supplemental Indenture (Essential Utilities, Inc.)
Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to time, a part of the Par Call Date, the Notes may be redeemed by the Company, in whole or in partNotes, at the Company’s its option, at a redemption price prices equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, but excludingif any, to the Redemption Date; orredemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being redeemed (not including any portion of the payments such payment of interest accrued as on the date of redemption, from the redemption date (to the “Redemption Date”))maturity date, discounted to its present value as of the Redemption Date redemption date on a semi-annual basis B-7 (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 50 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.; over
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) being redeemed. If the optional Redemption Date redemption date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Daterecord date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the CompanyIssuer. On and after In the Redemption Datecase of any partial redemption, interest the Trustee will cease to accrue select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on Notes or portions thereof called for redemption.
(d) If less than all of which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a . A new Note equal in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or unpurchased portion in the case of Definitive Notes, issued in the name of the Definitive Note surrendered representing Holder thereof upon cancellation of the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000original Note.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At The provisions of Article III of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the Notes with respect to this Section 1.4.
(b) The Notes of each Series shall be redeemable in whole at any time or in part from time to time at the Company’s option. Upon redemption of any Notes of a Series prior to the Par Call DateDate applicable to such Notes, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), Notes to be redeemed discounted to its present value as of the applicable Optional 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 applicable Adjusted Treasury RateRate plus (x) for the 2023 Notes, as determined by 25 basis points or (y) for the Quotation Agent2028 Notes, plus 30 basis points, plus, in addition to such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date. Upon redemption of the Notes on or after the Par Call Date applicable to such Notes, the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest for which the Stated Maturity is on or prior to the Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(bc) At any time on On and after any Optional Redemption Date for a Series of Notes, interest shall cease to accrue on such Series of Notes or any portion thereof called for redemption, unless the Par Call DateCompany defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the applicable Notes, the Company shall deposit with the Trustee or a Paying Agent funds sufficient to pay the Optional Redemption Price of such Notes to be redeemed on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. A partial redemption of the Notes of any Series may redeem be effected pro rata or by lot and may provide for the Notes, in whole or in part, at a selection for redemption price of portions (equal to 100% the minimum authorized denomination for the Notes of such Series or any integral multiple thereof) of the principal amount of Notes of such Series of a denomination larger than the minimum authorized denomination for the Notes of such Series.
(d) Notice of any redemption will be sent by first-class mail (or, in the case of Global Securities, in accordance with the procedures of the Depositary) at least 30 days but not more than 60 days before the applicable Optional Redemption Date to each Holder of such Notes to be redeemed; provided, plus however, that the Company shall notify the Trustee of the Optional Redemption Date 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 be provided in accordance with Section 3.3 of the Base Indenture, except to the extent that any provision of Section 3.3 of the Base Indenture conflicts with any provision of Section 1.4(d) of this Third Supplemental Indenture, in which case the provisions of Section 1.4(d) of this Third Supplemental indenture shall govern and be controlling. If the applicable Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the applicable Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall, on the applicable Optional Redemption Date, become due and payable at the applicable Optional Redemption Price, and accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateto, but excluding, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Optional Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, the The Notes may shall be redeemed by the Company, in whole or in partredeemable, at the Company’s sole option, in whole at any time or in part from time to time, in each case prior to November 1, 2030 (the “Par Call Date”), for cash, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) an amount equal to the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed that would be due if the Notes matured on the Par Call Date (exclusive of unpaid interest accrued as of the redemption date (the “to, but not including, such Redemption Date”)), discounted to its present value as of the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notesplus, in whole or in parteach case, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Notes to the be redeemed accrued to, but not including, such Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is . In addition, at any time on or after a Record Date and on or before the related Interest Payment Par Call Date, the accrued and Notes shall be redeemable, at the Company’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 to be redeemed plus unpaid interest, if any, will on the principal amount of the Notes to be paid to redeemed accrued to, but not including, such Redemption Date. Notwithstanding the Person in whose name the Note is registered at the close of business on such Record Dateforegoing, and no additional interest will shall be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are on the Regular Record Date applicable to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed an Interest Payment Date falling on or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000before such Redemption Date.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At The provisions of Article III of the Base Indenture, as amended by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at any time and from time to time, at the Company’s option. Upon redemption of the Notes prior to the Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at Company shall pay an Optional Redemption Price (expressed as a redemption price percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (A) the Remaining Scheduled Payments of the Notes to be redeemed, less (B) interest accrued to the Optional Redemption Date, and
(ii) 100% of the aggregate principal amount of the Notes being redeemed plus to be redeemed, plus, in either case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon to, but excluding, the Optional Redemption Date; or
(ii) the sum . Upon redemption of the Remaining Scheduled Payments Notes on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and or after the Par Call Date, the Company may may, at its option, redeem any of the Notes, in whole or in part, at a redemption price any time and from time to time, at an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued and unpaid interestinterest thereon, if any, on to, but excluding, the Notes to Optional Redemption Date. Notwithstanding the Redemption Date (subject to the right foregoing, installments of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Holders of such Notes registered as such at the close of business on such Record Date, the applicable record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Indenture.
(c) On and after the Optional Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (dexcept if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Trustee Notes shall authenticate for the Holder at the expense be redeemed in accordance with Section 3.02 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion Base Indenture. No Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less will be redeemed in part. If any Note is to be redeemed in part only, the notice of $1,000 redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new note in excess a principal amount equal to the unredeemed portion of $2,000the 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 Depository Trust Company, Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A. (or another Depository), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depository. Any redemption or Notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent.
(ed) In addition Notice of any redemption shall be delivered at least 10 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 5 days prior to the Companydate of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s rights Certificate of the Company delivered to redeem the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, and accrued and unpaid interest, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) At any time The Floating Rate Notes may not be redeemed prior to maturity.
(b) Before the date that is three months (with respect to the 2025 Notes) or six months (with respect to the 2045 Notes) prior to the Par Call Dateapplicable maturity date for such series of Fixed Rate Notes, the Fixed Rate Notes may of each series will be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option, at a redemption price price, to be calculated by the Company, equal to the greater of:
(i) 100% of the principal amount of the Fixed Rate Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such Fixed Rate Notes being redeemed (not including any portion of the such payments of interest accrued as of the redemption date (the “Redemption Date”)of redemption), discounted to its present value as the date of the Redemption Date redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by plus 20 basis points with respect to the Quotation Agent2025 Notes and 25 basis points with respect to the 2045 Notes; plus, plus 30 basis pointsin each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% date of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)redemption.
(c) If the optional Redemption Date is on On or after a Record Date and on the date that is three months (with respect to the 2025 Notes) or before six months (with respect to the related Interest Payment Date2045 Notes) prior to the applicable maturity date for such series of Fixed Rate Notes, the Fixed Rate Notes of each series will be redeemable, in whole at any time or in part from time to time, at the Company’s option, at par plus accrued and unpaid interestinterest thereon to, if anybut excluding, the date of redemption.
(d) Notwithstanding the foregoing, installments of interest on Fixed Rate Notes that are due and payable on Fixed Rate Note Interest Payment Dates falling on or prior to a redemption date will be paid payable on the Fixed Rate Note Interest Payment Date to the Person in whose name the Note is registered at holders as of the close of business on such Record Date, and no additional interest the relevant record date.
(e) Notice of any redemption will be payable given at least 30 days but not more than 60 days before the Redemption Date to Holders whose each registered holder of the 2025 Notes will and/or the 2045 Notes, as the case may be, to be subject to redeemed. Unless the Company defaults in payment of the redemption by the Company. On price, on and after the applicable Redemption Date, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption.
(d) . If less than all of the Fixed Rate Notes of a series are to be redeemed, the Trustee Fixed Rate Notes of that series to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000DTC.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Lowes Companies Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to May 15, 2049 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in any manner that is not prohibited by the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to February 11, 2027 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 30 days (in excess the case of $2,000.
(e) In addition any Redemption Date prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the Applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to the Par Call Date, the Notes may shall be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional Redemption Date on a semi-an annual basis (assuming ACTUAL/ACTUAL (ICMA)) using a 360-day year consisting of twelve 30-day months) at discount rate equal to the applicable Adjusted Treasury Comparable Bond Rate, as determined by the Quotation Agent, plus 30 20 basis points; plus, plus in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed redeemed, if any, to, but excluding, the Optional Redemption Date.
(b) At any time . In addition, on and or after the Par Call Date, the Company may redeem the NotesNotes shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Optional Redemption Date. The Notes shall also be redeemable, in whole, but not in part, at any time at the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes, plus, accrued and unpaid interest and any Additional Amounts thereon, if the Company determines that (A) as a result of any change or amendment to the Redemption Date laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, which change or amendment is announced and becomes effective on or after March 7 , 2017, there is a material probability that the Company has or will become obligated to pay Additional Amounts or (subject B) on or after March 7, 2017, any change in the official application, enforcement or interpretation of those laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States or any other action, taken by any taxing authority or a court of competent jurisdiction in the United States, whether or not such action was taken or made with respect to the Company, results in a material probability that the Company has or will become obligated to pay Additional Amounts on any Notes; provided that the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by use of reasonable measures available to the Company, not including substitution of the obligor under the Notes. Prior to the mailing of any notice of such a redemption, the Company shall deliver to the Trustee (1) an Officer’s Certificate stating that the Company is entitled to effect such a redemption and setting forth a statement of facts showing that the conditions precedent to the right of Holders the Company to so redeem have occurred and (2) an Opinion of record Counsel to such effect based on the relevant Record Date to receive interest due on the relevant Interest Payment Date)such statement of facts.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Holders of such Notes registered as such at the close of business on such Record Date, the applicable regular record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionIndenture.
(d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest and Additional Amounts, if any. No later than 10:00 a.m. London time on the Business Day prior to the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest and Additional Amounts, if any. If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected, in the Holder at case of global securities, in accordance with applicable Depositary procedures and in the expense case of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be definitive securities in a principal amount of $2,000 manner the trustee deems fair and appropriate, unless otherwise required by law or an integral multiple of $1,000 in excess of $2,000applicable stock exchange requirements.
(e) In addition Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the Company’s rights date of the giving of such notice (unless a shorter notice shall be satisfactory to redeem the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes as set forth abovecalled for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At any time prior The provisions of Article Three of the Base Indenture, as amended by the provisions of this Seventh Supplemental Indenture, shall apply to the Par Call Date, the Notes may with respect to this Section 1.3.
(b) The Notes shall be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional 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 applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points, plus plus, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed redeemed, if any, to, but excluding, the Optional Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Securityholders of such Notes registered as such at the close of business on such Record Date, the applicable regular record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionIndenture.
(d) On and after the Optional Redemption Date for the Notes, interest shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Trustee Notes shall authenticate for the Holder at the expense be redeemed in accordance with Section 3.02 of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000Base Indenture.
(e) In addition Notice of any optional redemption shall be mailed at least 15 days but not more than 60 days before the Optional Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the Company’s rights date of the giving of such notice (unless a shorter notice shall be satisfactory to redeem the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c), as applicable, shall be set forth abovein an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactionscalled for redemption shall, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by on the IndentureOptional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, to, but excluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At any time prior The provisions of Article Eleven of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Par Call DateNotes.
(b) The 2013 Notes, the 2015 Notes may and the 2020 Notes shall be redeemed by the Companyredeemable, in each case, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at the Company shall pay a redemption price Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding2013 Notes, the Redemption Date; or2015 Notes or the 2020 Notes to be redeemed, as the case may be, and
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued 2013 Notes, the 2015 Notes or the 2020 Notes to be redeemed, as of the redemption date (the “Redemption Date”))case may be, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 basis pointspoints in the case of the 2013 Notes, plus 30 basis points in the case of the 2015 Notes and 35 basis points in the case of the 2020 Notes, plus, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, thereon to the Redemption Date.
(b) At any time . Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and after payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Par Call Date, Interest Payment Date to the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% registered holders as of the principal amount close of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record business on the relevant Record Date record date according to receive interest due on the relevant Interest Payment Date)Notes and the Indenture.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (dexcept 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 shall be redeemed in accordance with Section 1103 of the Base Indenture.
(d) Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Such notice shall be provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be determined at the expense time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion 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, on the Redemption Date, become due and payable at the Redemption Price, and accrued and unpaid interest, if any, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Definitive Note surrendered representing Redemption Price and accrued interest, if any) such Notes shall cease to bear interest. Installments of interest on the same indebtedness Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to the extent not redeemed or purchased; provided that each new Note will Redemption Date shall be payable on the Interest Payment Date in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by accordance with the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Life Technologies Corp)
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes may of any series shall be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes of any series, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
6 (i) 100% of the principal amount of the Notes being redeemed plus accrued of such series to be redeemed, and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments Notes of interest accrued as of the redemption date (the “Redemption Date”))such series to be redeemed, discounted to its present value as of the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day 30‑day months) at using a discount rate equal to the applicable Adjusted Treasury RateRate plus 10 basis points in the case of the 2031 Notes, as determined by 10 basis points in the Quotation Agentcase of the 2033 Notes, plus 30 15 basis pointspoints in the case of the 2036 Notes and 15 basis points in the case of the 2046 Notes; plus, plus in each case, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon, if any, to, but excluding, the Optional Redemption Date.
(b) At any time on . On and after the their applicable Par Call Date, the Company may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Notes to Optional Redemption Date. The Company shall calculate the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Price.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(d) On and after a Record the applicable Optional Redemption Date for any series of the Notes, interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and on accrued and unpaid interest, if any. On or before the related Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest, if any. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected, in the case of global securities, in accordance with applicable Depositary procedures, which may be on a pro rata pass-through distribution of principal basis, and, in the case of definitive securities, by lot unless otherwise required by law or applicable stock exchange requirements.
(e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the applicable Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such conditions precedent. Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price applicable to the Notes that are being redeemed, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall (subject to the satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, will be paid to to, but excluding, the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Optional Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific 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) At any time prior and from time to the Par Call Datetime, the Notes may shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 37.5 basis points, plus plus, in either case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the 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 record on the Regular Record Date.
(bc) At any time on On and after the Par Call DateRedemption Date for such Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company may redeem shall deposit with the NotesTrustee or a Paying Agent, in whole or in part, at a redemption price equal funds sufficient to 100% pay the Redemption Price of the principal amount of Notes to be redeemedredeemed on the Redemption Date, plus and accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event, shall authenticate for the Holder at the expense Notes of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(ed) In addition Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the Companydate of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s rights Certificate of the Company delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to August 15, 2029 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in any manner that is not prohibited by the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Par Call Maturity Date.
(b) The Issuer shall be entitled, at its option, to redeem the Notes may be redeemed by the CompanyNotes, in whole or in part, at any time or times, pursuant to and in accordance with the Company’s optionterms of this Section 3.07. If the Notes are redeemed prior to the Par Redemption Date, at a the redemption price for the Notes to be redeemed will equal to the greater of:
: (i) 100% of the aggregate principal amount of the Notes being to be redeemed, and (ii) an amount equal to the sum of the present value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed plus and (B) the payment of the remaining scheduled payments through the Par Redemption Date of interest on the Notes to be redeemed (excluding accrued and unpaid interest thereon to, but excluding, to the Redemption Date; or
(ii) the sum date of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (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 its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury RateRate plus 40 basis points plus, as determined by in each of the Quotation Agentabove cases, plus 30 basis points, plus accrued and unpaid interest on the principal amount of interest, if any, to such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time . If the Notes are redeemed on and or after the Par Call Redemption Date, the Company may redeem the Notes, in whole or in part, at a redemption price for the Notes to be redeemed will equal to 100% of the principal amount of such Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)such redemption date.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will Any notice of any redemption may be paid given prior to the Person in whose name the Note is registered redemption thereof, and any such redemption or notice may, at the close of business on such Record DateIssuer’s discretion, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Dateone or more conditions precedent, interest will cease to accrue on Notes including, but not limited to, completion of an equity offering or portions thereof called for redemptionother corporate transaction.
(d) If the Issuer redeems less than all of the outstanding Notes, the Registrar and Paying Agent shall select the Notes are to be redeemed, redeemed in the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000manner described under Section 3.02 hereof.
(e) In addition Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureprovisions of Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to April 19, 2021 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 30 days (in excess the case of $2,000.
(e) In addition any Redemption Date prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. The Issuer may (a) At any time prior upon at least three (3) Eurodollar Business Days' irrevocable notice to the Par Call DateAdministrative Agent, the Notes may be redeemed by Calculation Agent and the Company, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Paying Agent, plus 30 basis points, plus accrued and unpaid interest repay the Short Term Working Capital Series Notes outstanding on the principal amount last day of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the NotesInterest Period, in whole or in part, at a redemption price equal to of 100% of the principal amount of Notes to be redeemed, thereof plus accrued and unpaid interestinterest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Working Capital Series Notes, if any, on (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the Short Term Working Capital Series Notes to in whole, or in part, at a redemption price of 100% of the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the principal amount thereof plus accrued and unpaid interestinterest thereon to the date of redemption plus LIBOR Funding Costs, if any, will plus all other accrued and unpaid amounts under the Note Documents in respect of such Short Term Working Capital Series Notes (including without limitation, any Additional Amounts), if any, and (c) redeem the Short Term Working Capital Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer would be paid required to pay any Additional Amounts, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the Person in whose name date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note is registered at the close Documents in respect of business on such Record DateShort Term Working Capital Series Notes (including, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Datewithout limitation, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemedany Additional Amounts), the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchasedif any; provided that each new Note will partial prepayment shall be in a respect of an aggregate principal amount of $2,000 US$100,000 or an integral multiple of $US$1,000 in excess of $2,000.
(e) In addition thereof and shall be made pro rata among all Short Term Working Capital Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the Company’s rights to redeem remaining scheduled principal payments under the Notes as set forth above, the Company may purchase Short Term Working Capital Series Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by accordance with the Indenturerespective amounts thereof.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to December 25, 2029 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in any manner that is not prohibited by the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime, the Notes may shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, at a redemption price equal . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury RateRate plus 15 basis points plus, as determined by in the Quotation Agentcase of each of clause (i) or (ii), plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At any time on and Date for such Notes. On or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Notes.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for the Notes, interest will cease to accrue on such Notes or portions any portion thereof called for redemption.
(d) , unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. The Company need not issue, authenticate, register the transfer of $1,000 or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in excess of $2,000whole or in part.
(ed) In addition Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 30 days (in the case of any redemption prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any redemption with a Redemption Date on or after the Applicable Par Call Date) but in each case not more than 60 days before the Redemption Date to redeem each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth abovein an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to May 12, 2031 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 10 days but, in excess each case, not more than 60 days before the Redemption Date to each Holder of $2,000.
(e) In addition to the Company’s rights to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, at the Issuer’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may purchase Notes be rescinded in open-market transactions, tender offers the event that any or all such conditions shall not have been satisfied or otherwise invest waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Issuer shall notify Holders of any such net proceeds rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to the applicable procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any manner that is not prohibited by conditions precedent provided in the Indenturenotice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes may of any series shall be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes of any series, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toof such series to be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments Notes of interest accrued as of the redemption date (the “Redemption Date”))such series to be redeemed, discounted to its present value as of the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day 30‑day months) at using a discount rate equal to the applicable Adjusted Treasury RateRate plus 10 basis points in the case of the 2026 Notes, as determined by 15 basis points in the Quotation Agentcase of the 2030 Notes, plus 30 15 basis pointspoints in the case of the 2033 Notes and 15 basis points in the case of the 2043 Notes; plus, plus in each case, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon, if any, to, but excluding, the Optional Redemption Date.
(b) At any time on . On and after the their applicable Par Call Date, the Company may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Notes to Optional Redemption Date. The Company shall calculate the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Price.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(d) On and after a Record the applicable Optional Redemption Date for any series of the Notes, interest shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and on accrued and unpaid interest, if any. On or before the related Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest, if any. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities, in a manner the trustee deems fair and appropriate, unless otherwise required by law or applicable stock exchange requirements.
(e) Notice of any optional redemption shall be transmitted at least 10 days but not more than 60 days before the applicable Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Any notice may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent. In that case, the notice shall state the nature of such conditions precedent. Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price applicable to the Notes that are being redeemed, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall (subject to the satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, will be paid to to, but excluding, the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Optional Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Third Supplemental Indenture, shall apply to the Par Call Date, the Notes.
(b) The Notes may shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s optionoption at any time or from time to time, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed.
(i) If the Company chooses to redeem any Notes before January 1, 2023, such Notes shall be redeemed at a redemption price equal to the greater of:
of (i) 100% of the principal amount Principal Amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, on the Redemption Date; or
, or (ii) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being redeemed on the Redemption Date (not including any portion of the any payments of interest accrued as of and unpaid to, but not including, the redemption date (the “Redemption Date”)), ) discounted to its present value as of the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the applicable Adjusted Treasury Rate, as determined by a Reference Treasury Dealer selected by the Quotation AgentCompany, plus 30 basis points, plus plus, in either case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the Redemption Date.
(bii) At any time on and after the Par Call Date, If the Company may chooses to redeem the Notesany Notes on or after January 1, in whole or in part2023, such Notes shall be redeemed at a redemption price equal to 100% of the principal amount of the Notes to be so redeemed, plus accrued and unpaid interest, if any, interest on the Notes to principal amount being redeemed to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions thereof any portion of the Notes called for redemption.
, unless the Company defaults in the payment of the redemption price and accrued interest. On or before the Redemption Date, the Company shall deposit with the Paying Agent (dor the Trustee) money sufficient to pay the redemption price of and accrued interest on the Note to be redeemed on that date. If less than all of the Notes are to be redeemed, the Depositary shall select the Notes to be redeemed by lot in accordance with its operational arrangements. If the Notes are not Global Securities held by the Depositary, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by such method as the Holder at the expense Trustee deems fair and appropriate; provided, however, that no Notes of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 less shall be redeemed in excess of $2,000part.
(ed) In addition Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall, on the Redemption Date, become due and payable at the redemption price, plus accrued and unpaid interest, if any, to the Company’s rights to redeem the Notes as set forth aboveRedemption Date, and from and after such Redemption Date (unless the Company may purchase shall default in the payment of the redemption price and accrued interest, if any) such Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureshall cease to bear interest.
Appears in 1 contract
Sources: Third Supplemental Indenture (Cytec Industries Inc/De/)
Optional Redemption. (a) At any time prior to On or after the applicable Par Call Date, the Notes Company may be redeemed by redeem the CompanyNotes, at its option, at any time in whole whole, or from time to time in part, at a Redemption Price equal to 100% of the Company’s principal amount of the Notes to be redeemed, plus accrued and unpaid interest on such principal amount being redeemed to, but excluding, the Optional Redemption Date.
(b) Prior to the applicable Par Call Date, the Company may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a redemption price Redemption Price equal to the greater of:
of (i1) 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii2) the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such Notes being redeemed (not including any portion of the payments to be redeemed, exclusive of interest accrued as of to the redemption date (the “Optional Redemption Date”)), assuming that the Notes to be redeemed matured on the applicable Par Call Date, discounted to its present value as of the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury RateRate plus 12.5 basis points in the case of the 2030 Notes and 20 basis points in the case of the 2060 Notes, as determined by the Quotation Agentplus, plus 30 basis pointsin each case, plus accrued and unpaid interest on the such principal amount of such Notes being redeemed to, but excluding, the Optional Redemption Date.
(bc) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to The Treasury Rate shall be redeemed, plus accrued and unpaid interest, if any, calculated on the Notes third Business Day preceding the Optional Redemption Date. The Company shall calculate the Redemption Price with respect to the Redemption Date (subject to Notes in accordance with the right terms and provisions of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionthis Indenture.
(d) On or before any Optional Redemption Date for the Notes, the Company will deposit with a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price of and accrued and unpaid interest on such Notes to be redeemed on such date. If less than all of the Notes of a series are to be redeemed, the Trustee shall authenticate for select in accordance with the Holder at procedures of DTC (or in accordance with such other method that the expense of the Company a new Note equal Trustee deems appropriate if such Notes are then in principal amount certificated form), not more than 60 days prior to the unredeemed Optional Redemption Date the Notes of such series or unpurchased portion portions Notes of the Definitive Note surrendered representing the same indebtedness such series to the extent not redeemed or purchased; provided that each new Note will be redeemed. The Trustee may select for redemption Notes and portions of Notes in a principal amount amounts of $2,000 or an 1,000 and integral multiple 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.
(e) In addition Notice of redemption shall be delivered not less than 15 nor more than 60 days prior to the Optional Redemption Date, to each Holder of such series of Notes to be redeemed, at his address appearing in the Security Register. Notice of any redemption in connection with a corporate transaction that is pending (including an equity offering, an incurrence of indebtedness or a Change of Control) may, at the Company’s rights discretion, be given subject to redeem one or more conditions precedent, including, but not limited to, completion of such corporate transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived by the Optional Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after determining that it will not be able 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 as set forth abovecalled for redemption will become due and payable on the Optional Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to the applicable Par Call Date, the Company may redeem each series of the Notes may be redeemed by the Companyat its option, in whole at any time, or in part, at the Company’s optionpart from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(iia) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest accrued as on the applicable series of the Notes to be redeemed discounted to the redemption date (assuming such notes matured on the “Redemption applicable Par Call Date”)), discounted to its present value as of the Redemption Date ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points with respect to the 2030 Notes and 15 basis points with respect to the 2035 Notes, less (b) interest accrued to the date of redemption, and
(ii) 100% of the principal amount of the applicable Adjusted Treasury Rateseries of notes to be redeemed, as determined by the Quotation Agentplus, plus 30 basis pointsin either case, plus accrued and unpaid interest thereon to the redemption date. Calculation of the foregoing shall be made by the Company or on the principal amount Company’s behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and Trustee. On or after the applicable Par Call Date, the Company may redeem applicable series of Notes will be redeemable at the Notesoption of the Company, in whole or in partpart from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemedbeing redeemed on the redemption date plus, plus in each case, accrued and unpaid interest, if any, interest on the Notes to the Redemption Date (subject be redeemed to the right date of Holders redemption. Notwithstanding the foregoing, installments of record interest on the relevant Record Date to receive interest Notes that are due and payable on the relevant Interest Payment Date).
(c) If applicable interest payment dates of the optional Redemption Date is Notes, falling on or after prior to a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, redemption date will be paid payable on such interest payment date, to the Person in whose name the Note is registered at Holders as of the close of business on such Record Date, and no additional interest will be payable the relevant record date according to Holders whose the Notes will be subject to redemption by of the Companyapplicable series. On and after the Redemption Dateredemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(d) If less than all redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000applicable redemption price.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time Corporation may redeem (the "Optional Redemption Option") from any funds legally available therefor, all, but not less than all, of the shares of Series A Preferred Stock (the "Optional Redemption Shares"). The Optional Redemption Option shall be executed by delivery of a written Redemption Notice (as defined in Subsection 6(g) below) to all holders of Series A Preferred Stock then outstanding, specifying the number of shares to be redeemed. The Redemption Notice shall be delivered to such holders at least thirty (30) days prior to the Par Call Datedesired date of redemption, the Notes which may be redeemed any date not later than the date ninety (90) days following the end of any fiscal year of the Corporation. The Corporation shall redeem the Optional Redemption Shares by the Company, paying in whole or in part, at the Company’s option, at a redemption price cash an "Optional Redemption Price" equal to the greater ofpercentage of the Original Issuance Price set forth below, plus all declared but unpaid dividends thereon. Any redemption effected pursuant to this Subsection 6 shall be made on a pro rata basis among the holders of the Series A Preferred Stock in proportion to the shares of Series A Preferred Stock then held by them. The " Optional Redemption Price," shall be a price equal to:
(i) 100% Ninety percent (90%) of the principal amount Original Issuance Price if the Redemption Notice is sent on or before the first anniversary of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Series A Original Issuance Date; or;
(ii) the sum Ninety Two and one quarter percent (92.25%) of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of Original Issuance Price if the payments of interest accrued as of the redemption date (the “Net Profits Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date Notice is on or after a Record Date and sent on or before the related Interest Payment second anniversary of the Series A Original Issuance Date, ;
(iii) Ninety five percent (95%) of the accrued and unpaid interest, Original Issuance Price if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Notice is sent on or before the third anniversary of the Series A Original Issuance Date, interest will cease to accrue on Notes or portions thereof called for redemption.;
(div) If less than all Ninety seven and one quarter percent (97.25%) of the Notes are to be redeemed, Original Issuance Price if the Trustee shall authenticate for Redemption Notice is sent on or before the Holder at the expense fourth anniversary of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion Series A Original Issuance Date; and
(v) One hundred percent (100%) of the Definitive Note surrendered representing Original Issuance Price if the same indebtedness to Net Profits Redemption Notice is sent on or before the extent not redeemed or purchased; provided that each new Note will be in a principal amount fifth anniversary of $2,000 or an integral multiple of $1,000 in excess of $2,000the Series A Original Issuance Date.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time prior to the Par Call DateFebruary 15, 2023, the Notes may Securities of this series shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s 's option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tosuch Securities to be redeemed, but excluding, the Redemption Date; or
or (ii) as determined by a Quotation Agent, the sum of the Remaining Scheduled Payments on such Notes being redeemed present values of the remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest accrued as of the redemption date (the “Redemption Date”)), calculated as if the maturity date of the Securities were February 15, 2023 and discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points; in each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed Securities to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, . The Securities will be redeemable in whole or in part, at the Company's option, at any time and from time to time on or after February 15, 2023, at a redemption price Redemption Price equal to 100% of the principal amount of Notes to be the Securities being redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, on the Notes Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not less than 30 days nor more than 60 days prior to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, all as provided in the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyIndenture. On and after the Redemption DateDate for the Securities or any portion thereof called for redemption, as applicable, interest will shall cease to accrue on Notes such Securities or portions 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 Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be redeemed on the Redemption Date, and (dexcept if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall authenticate for the Holder at the expense Securities of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 3 of the Base Indenture, as supplemented by the provisions of this Third Supplemental Indenture, shall apply to the Notes.
(b) At any time prior to before the Par Call Date, the Notes may shall be redeemed by the Companyredeemable, in as a whole at any time or from time to time in part, at the Company’s option, at a redemption price equal to the greater of:
of (i) 100% of the aggregate principal amount of the applicable Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the Remaining Scheduled Payments on of such Notes being redeemed (not including any portion of the payments of interest accrued as of Notes, discounted to the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, points plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excluding, the Redemption Dateredemption date for such Notes. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company.
(bc) At any time on and On or after the Par Call Date, the Company may redeem the NotesNotes shall be redeemable, in as a whole at any time or from time to time in part, at the Company’s option, at a redemption price equal to 100% of the aggregate principal amount of the applicable Notes to be redeemed, plus in each case, accrued and unpaid interestinterest thereon to, if anybut excluding, the redemption date for such Notes.
(d) Notwithstanding Section 4.01(b) and Section 4.01(c) above, installments of interest on the Notes that are due and payable on interest payment dates falling on or prior to a redemption date shall be payable on the interest payment date to the Redemption Date (subject to registered Holders as of the right close of Holders of record business on the relevant Record Date to receive interest due on in accordance with the relevant Interest Payment Date)provisions of such Notes and the Indenture.
(ce) If On and after the optional Redemption Date is redemption date for the Notes, interest shall cease to accrue on such Notes or after a Record Date any portion thereof called for redemption, unless the Company defaults in the payment of the redemption price and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected pro rata or by lot and, in the Holder at case of Notes represented by a Global Security, in accordance with the expense procedures of the Company Depository; provided, however, that in no event shall Notes of a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(ef) In addition Notice of any redemption shall be delivered at least 10 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed (with a copy 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 Section 4.01(b) or Section 4.01(c), as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the redemption date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. A notice of redemption may, at the Company’s rights option and discretion, be subject to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers one or otherwise invest such net proceeds in any manner that is not prohibited by the Indenturemore conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) Prior to the Applicable Par Call Date, the Company may redeem the Notes may be redeemed by the Companyof any series at its option, in whole or in part, at the Company’s optionany time and from time to time, at a redemption price Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(iiA) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest accrued as on the Notes of the redemption date (the “Redemption Date”)), such series discounted to its present value as of the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury RateRate plus 15 basis points for the 2031 Notes, as determined by 15 basis points for the Quotation Agent2034 Notes and 20 basis points for the 2054 Notes less (B) interest accrued and unpaid to the relevant Redemption Date; and (ii) 100% of the principal amount of the Notes to be redeemed, plus 30 basis pointsplus, plus in the case of either clause (i) or (ii), accrued and unpaid interest on thereon to the principal amount of such Notes being redeemed to, but excluding, the relevant Redemption Date.
(b) At any time on and . On or after the Applicable Par Call DateDate for a series of Notes, the Company may redeem the NotesNotes of such series, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the principal amount of such Notes to be redeemed, being redeemed plus accrued and unpaid interest, if any, on the Notes interest thereon to the relevant Redemption Date (subject to Date. The Company’s actions and determinations in determining the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)applicable Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for a series of Notes, interest will cease to accrue on such Notes or portions thereof called for redemption.
(d) If less than all , unless the Company defaults in the payment of the Redemption Price. On or before the Redemption Date for any Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes are to be redeemedredeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount deems appropriate and fair, subject to the unredeemed or unpurchased portion Depositary’s applicable procedures with respect to Global Securities. No Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part.
(d) Notice of any redemption pursuant to this Section 4.01 shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an integral multiple Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of $1,000 redemption having been given as provided in excess of $2,000the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.
(e) In addition Notice of any redemption of Notes pursuant to this Section 4.01 may, at the Company’s rights discretion, be given subject to redeem one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall provide written notice to the Trustee prior to the close of business on the Business Days prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given.
(f) The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Depositary. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenturethis Section 4.01.
Appears in 1 contract
Optional Redemption. (a) At Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any time Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Par Call Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days' prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder or, on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days' prior notice to the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the Redemption Amount on the date set for such redemption (the “Redemption Date”).
(d) If necessary to satisfy the Collateral Test, the Notes may of any Series or Class of Variable Funding Notes shall be redeemed subject to repayment by the CompanyIssuer, in whole or in part, at the Company’s option, at a redemption price equal up to the greater of:
(i) 100% amount necessary to satisfy the Collateral Test, using any other cash or funds of the Issuer other than Collections on the Receivables, upon one (1) Business Day's prior notice from the Issuer to the Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(d) shall reduce the principal amount balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such Variable Funding Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
Issuer) and (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date may be made on a seminon-annual pro rata basis (assuming a 360-day year consisting with other Series of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption DateVariable Funding Notes.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to November 22, 2022 (“Automatic Conversion Date “) the Par Call DateCorporation may redeem for cash out of funds legally available therefor, any or all of the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, outstanding Series CC Convertible Preferred Stock (“Optional Redemption”) at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date$1,000 per share.
(b) At Should the Corporation exercise the right of Optional Redemption it shall provide each holder of Preferred Stock with at least 20 days’ notice of any time proposed optional redemption pursuant this Article III (an “Optional Redemption Notice”). Any optional redemption pursuant to this Article III shall be made ratably among holders in proportion to the Liquidation Value of Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of Preferred Stock to be redeemed and the date on and which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (60) Business Days after the Par Call Datedate of delivery of the Optional Redemption Notice) and shall be delivered by the Corporation to the holders at the address of such holder appearing on the register of the Corporation for the Preferred Stock. Within seven (5) business days after the date of delivery of the Optional Redemption Notice, each holder shall provide the Company may redeem Corporation with instructions as to the Notesaccount to which payments associated with such Optional Redemption should be deposited. On the date of the Optional Redemption, provided for in the relevant Optional Redemption Notice, (A) the Corporation will deliver the redemption amount via wire transfer to the account designated by the holders, and (B) the holders will deliver the certificates relating to that number of shares of Preferred Stock being redeemed, duly executed for transfer or accompanied by executed stock powers, in whole or in parteither case, at a redemption price equal to 100% transferring that number of the principal amount of Notes shares to be redeemed. Upon the occurrence of the wire transfer (or, plus accrued and unpaid interestin the absence of a holder designating an account to which funds should be transferred, if any, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption to the address of such holder appearing on the Notes register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to such Optional Redemption as represented by the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, previously issued certificates will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and deemed no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionlonger outstanding.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Meso Numismatics, Inc.)
Optional Redemption. (a) At The Notes, at any time and from time to time prior to December 1, 2049 (the “Par Call Date, the Notes may ”) will be redeemed by the Company, in whole or in part, redeemable at the Company’s option, option at a redemption price equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus accrued to be redeemed; and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed present values of the remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest accrued as of the date of redemption) from the redemption date (to the “Redemption Par Call Date”)), discounted to its present value as the date of the Redemption Date redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 40 basis points, plus plus, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) redemption date of the Notes to be redeemed. At any time and from time to time on and or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, on the redemption date of the Notes to be redeemed. Notwithstanding the Redemption 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 (subject to the right registered holders as of Holders the close of record business on the relevant Record Date according to receive interest due on the relevant Interest Payment Date)Notes and the Indenture.
(cb) If Notice of any redemption will be mailed (or, in the optional Redemption Date is on or after a Record Date and on or case of Global Securities, delivered in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the related Interest Payment Dateredemption date to each Holder of the Notes to be redeemed (which notice, so long as the accrued and unpaid interest, if anyNotes are represented by a Global Security, will be paid given to the Person Depositary (or its nominee) or a successor depositary (or its nominee)). Unless the Company defaults in whose name payment of the Note is registered at the close of business redemption price, on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Dateredemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(d) . If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited selected by lot by the IndentureDepositary, in the case of Notes represented by a Global Security, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are not represented by a Global Security.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime, the Notes may of either series shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, at a redemption price equal . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 10 basis points, plus in the case of the 2029 Notes, and 15 basis points, in the case of the 2049 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At any time on and Date for such Notes. On or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the 2029 Notes or the 2049 Notes, as the case may be, to be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Notes.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for a series of Notes, interest will cease to accrue on such Notes or portions any portion thereof called for redemption.
(d) , unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or less be redeemed in part. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part.
(d) Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 10 days but in each case not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an integral multiple Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of $1,000 redemption having been given as provided in excess of $2,000the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.
(e) In addition Notice of any redemption of Notes pursuant to this Section 4.01 may, at the Company’s rights discretion, be given subject to redeem one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Company or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date.
(f) The Company shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Company shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenturethis Section 4.01.
Appears in 1 contract
Optional Redemption. (a) At The Servicer shall have the option to purchase all outstanding Contracts on any time prior Payment Date on or after the Payment Date (with the consent of the Note Insurer if such purchase would result in a claim on the Policy or would result in any amount owing to the Par Call Date, Note Insurer under the Notes may be redeemed by Insurance Agreement remaining unpaid) on which the Company, in whole Pool Principal Balance is less than or in part, at equal to 20% of the Company’s option, at a Cut-off Date Pool Balance. The aggregate redemption price for the Contracts will be equal to the greater greatest of (a) the sum of:
: (i) 100% of the principal amount Principal Balance of each Contract, other than any Contract as to which the Notes being redeemed plus accrued related Manufactured Home has been repossessed and unpaid interest thereon towhose fair market value is included in clause (ii) hereof, but excluding, the Redemption Date; or
and (ii) the sum fair market value of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rateacquired property, as determined by the Quotation AgentServicer, (b) the aggregate fair market value of all assets of the Trust Estate (as determined by the Servicer), in each case plus 30 basis pointsany unpaid Interest Payment Amounts on each Class of Notes and all amounts owed to the Note Insurer, plus accrued the Indenture Trustee, the Custodian and the Swap Provider at such time; and (c) the unpaid Outstanding Principal Balance of the Notes and all unpaid interest on the principal amount Notes, including Available Funds Cap Carry-Forward Amounts (the "Redemption Price"). If the determination of the fair market value of the Contracts shall be required to be made by the Servicer as provided above, (A) such Notes being redeemed toappraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, but excludingand shall be protected in relying on, such appraisal. The Redemption Price deposited by the Servicer will be paid to all outstanding Noteholders on the Payment Date occurring in the month following the date of redemption. The Servicer must give the Indenture Trustee, the Redemption DateAuction Agent and DTC at least 30 days' prior notice of its intent to exercise this option. No optional redemption may be effected unless all amounts due and unpaid to the Note Insurer, the Indenture Trustee, the Custodian and the Swap Provider (including any Swap Termination Payments) are paid in full, and no optional redemption may be effected if it would result in a draw on the Policy, without the written consent of each party not paid in full.
(b) At On any time on and Payment Date after April 2010, if the Par Call DateNote Balance of the Class A-1 Notes has been reduced to zero, the Company may redeem Issuing Entity will be permitted to call the Class A-2 Notes, and the Holders will be required to tender their Notes in whole or in part, at a exchange for the redemption price equal to 100% of the outstanding principal amount of Notes to be redeemed, balance plus all accrued and unpaid interestinterest thereon, if anyincluding Available Funds Cap Carry-Forward Amounts, provided that no such call may be effected unless all amounts owed to the Swap Provider (including any Swap Termination Payments) at such time are paid in full, and (except with the Note Insurer's consent) unless all amounts owed to the Note Insurer are paid in full and the call would not result in a draw on the Notes Policy. In addition, it will be a condition precedent to the Redemption Date exercise of the option redemption as described in this Section 3.17(b) that the Note Insurer will have received the Insurer Call Premium (subject as described in the Premium Letter) if any is then due and owing pursuant to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Premium Letter.
(c) If In order to exercise the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Dateforegoing option, the accrued and unpaid interest, if any, will be paid Servicer shall provide written notice of its exercise of such option to the Person in whose name Indenture Trustee, the Swap Provider, the Note Insurer and the Owner Trustee at least 30 days prior to its exercise. In addition, the Servicer shall, not less than one Business Day prior to the proposed Payment Date on which such redemption is registered at the close of business on such Record Dateto be made, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after deposit the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionPrice specified in (a) above with the Indenture Trustee.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Servicing Agreement (Origen Residential Securities, 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) At any time prior and from time to the Par Call Datetime, the Notes may shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 10 basis points, plus plus, in either case, accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excludingnot including, the 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 record on the Regular Record Date.
(bc) At any time on On and after the Par Call DateRedemption Date for such Notes, interest will cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company may redeem shall deposit with the NotesTrustee or a Paying Agent, in whole or in part, at a redemption price equal funds sufficient to 100% pay the Redemption Price of the principal amount of Notes to be redeemedredeemed on the Redemption Date, plus and accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 1,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(ed) In addition Notice of any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the Companydate of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s rights Certificate of the Company delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. (a) At any time prior to the Par Call DateMarch 1, 2024, the Notes may be redeemed by Company may, at its option, redeem the Company2024 Notes, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed Make-Whole Redemption Price, plus accrued and unpaid interest interest, if any, thereon to, but excluding, the Redemption applicable redemption date, subject to the rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date; or
(ii) the sum . Calculation or verification of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion calculation of the payments of interest accrued as Make-Whole Redemption Price is not the responsibility of the redemption date (Trustee and the “Redemption Date”)), discounted to its present value as of the Redemption Date Trustee may conclusively rely on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Datean Officers’ Certificate with respect thereto without investigation.
(b) At any time on and or after the Par Call DateMarch 1, 2024, the Company may may, at its option, redeem the 2024 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2024 Notes to be being redeemed, plus accrued and unpaid interest, if any, on thereon to, but excluding, the Notes to the Redemption Date (applicable redemption date, subject to the right rights of Holders of record on the relevant Record Date record dates to receive interest due on the relevant an Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment DateAt any time prior to December 1, 2043, the Company may, at its option, redeem the 2044 Notes, in whole or in part, at a redemption price equal to the Make-Whole Redemption Price, plus accrued and unpaid interest, if any, will be paid thereon to, but excluding, the applicable redemption date, subject to the Person in whose name rights of Holders of record on relevant record dates to receive interest due on an Interest Payment Date. Calculation or verification of the Note calculation of the Make-Whole Redemption Price is registered at not the close responsibility of business the Trustee and the Trustee may conclusively rely on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemptionan Officers’ Certificate with respect thereto without investigation.
(d) If less than all At any time on or after December 1, 2043, the Company may, at its option, redeem the 2044 Notes, in whole or in part, at a redemption price equal to 100% of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or the 2044 Notes being redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the applicable redemption date, subject to the rights of Holders of record on relevant record dates to receive interest due on an integral multiple of $1,000 in excess of $2,000Interest Payment Date.
(e) In addition Any redemption pursuant to this Section 3.07 shall be made pursuant to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indentureprovisions of Sections 3.01 through 3.06.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article Eleven of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Par Call DateNotes.
(b) The 2014 Notes and the 2019 Notes shall be redeemable, the Notes may be redeemed by the Companyin each case, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at the Company shall pay a redemption price Redemption Price equal to the greater of:
(i) 100% of the principal amount of the 2014 Notes being redeemed plus accrued and unpaid interest thereon toor the 2019 Notes to be redeemed, but excludingas the case may be, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued 2014 Notes or the 2019 Notes to be redeemed, as of the redemption date (the “Redemption Date”))case may be, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury RateRate plus 40 basis points in the case of the 2014 Notes and 40 basis points in the case of the 2019 Notes, as determined by the Quotation Agentplus, plus 30 basis pointsin each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, thereon to the Redemption Date.
(b) At any time . Notwithstanding the foregoing, installments of interest on the applicable series of Notes that are due and after payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Par Call Date, Interest Payment Date to the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% registered holders as of the principal amount close of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record business on the relevant Record Date record date according to receive interest due on the relevant Interest Payment Date)Notes and the Indenture.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for the Notes, interest will shall cease to accrue on the Notes or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (dexcept 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 shall be redeemed in accordance with Section 1103 of the Base Indenture.
(d) Notice of any redemption shall be mailed at least 15 days but not more than 60 days before the Redemption Date to each holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Such notice shall be provided in accordance with Section 1104 of the Base Indenture. If the Redemption Price cannot be determined at the expense time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion 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, on the Redemption Date, become due and payable at the Redemption Price, and accrued and unpaid interest, if any, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Definitive Note surrendered representing Redemption Price and accrued interest, if any) such Notes shall cease to bear interest. Installments of interest on the same indebtedness Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to the extent not redeemed or purchased; provided that each new Note will Redemption Date shall be payable on the Interest Payment Date in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by accordance with the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Watson Pharmaceuticals Inc)
Optional Redemption. The Issuer may (a) At any time prior upon at least three (3) Eurodollar Business Days' irrevocable notice to the Par Call DateAdministrative Agent, the Notes may be redeemed by Calculation Agent and the Company, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Paying Agent, plus 30 basis points, plus accrued and unpaid interest repay the Long Term Working Capital Series Notes outstanding on the principal amount last day of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the NotesInterest Period, in whole or in part, at a redemption price equal to of 100% of the principal amount of Notes to be redeemed, thereof plus accrued and unpaid interestinterest thereon to the date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Working Capital Series Notes, if any, on (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the Long Term Working Capital Series Notes to in whole, or in part, at a redemption price of 100% of the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the principal amount thereof plus accrued and unpaid interestinterest thereon to the date of redemption plus LIBOR Funding Costs, if any, will plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Working Capital Series Notes (including without limitation, any Additional Amounts), if any, and (c) redeem the Long Term Working Capital Series Notes at any time if required so to do in order to comply with applicable law or if the Issuer would be paid required to pay any Additional Amounts, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the Person in whose name date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note is registered at the close Documents in respect of business on such Record DateLong Term Working Capital Series Notes (including, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Datewithout limitation, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemedany Additional Amounts), the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchasedif any; provided that each new Note will partial prepayment shall be in a respect of an aggregate principal amount of $2,000 US$100,000 or an integral multiple of $US$1,000 in excess of $2,000.
(e) In addition thereof and shall be made pro rata among all Long Term Working Capital Series Holders in accordance with the respective amounts owing to them. Each such prepayment hereunder shall be applied ratably to prepay the Company’s rights to redeem remaining scheduled principal payments under the Notes as set forth above, the Company may purchase Long Term Working Capital Series Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by accordance with the Indenturerespective amounts thereof.
Appears in 1 contract
Optional Redemption. (a) At While this Bond accrues interest at a Daily Rate or a Weekly Rate, this Bond is subject to optional redemption on any time prior date, and while this Bond accrues interest at a Flexible Rate, this Bond is subject to the Par Call optional redemption on any Interest Payment Date, the Notes may be redeemed by the Company, in whole or in part, at the Company’s option, at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in parteach case, at a redemption price equal to 100% of the principal amount of Notes to be redeemedhereof, plus accrued interest to the redemption date. Interest due on any redemption date which is also an Interest Payment Date shall be paid in accordance with the procedures set forth in the Indenture for payment of interest. [For Subseries 1998A-1 and unpaid Subseries 1998A-2] While this Bond accrues interest at a Term Rate for an initial Term Rate Period of ten (10) years, this Bond is subject to optional redemption on the last day of each Term Rate Period at a redemption price equal to 100% of the principal amount of this Bond, together with accrued interest, if any, on the Notes to the Redemption Date (redemption date. [For Subseries 1998A-3 and Subseries 1998A-4 Bonds] While this Bond accrues interest at a Term Rate, this Bond is subject to optional redemption at a redemption price equal to 100% of the right of Holders of record on the relevant Record Date to receive principal amount thereof, plus accrued interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid hereon to the Person redemption date and plus premium, in whose name the Note whole or in part, on any date on and after July 1, 2008, as follows: Redemption Period Redemption Price ----------------- ---------------- July 1, 2008 through June 30, 2009 101.0% July 1, 2009 through June 30, 2010 100.5 July 1, 2010 and thereafter 100.0 MANDATORY REDEMPTION [Delete if no Letter of Credit effective] This Bond is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to mandatory redemption by prior to maturity upon the Company. On and after the occurrence of a Mandatory Redemption Date, interest will cease Event at a redemption price equal to accrue on Notes or portions thereof called for redemption.
(d) If less than all 100% of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition this Bond, plus accrued interest to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes redemption date. The manner of redeeming Bonds is described in open-market transactions, tender offers or otherwise invest such net proceeds detail in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to Section 16.01 Optional Redemption for Changes in the Par Call DateTax Law of the Relevant Taxing Jurisdiction. Other than as described in this Article XVI, the Notes may not be redeemed by the CompanyCompany at its option prior to maturity. If the Company or any successor to the Company has, or on the next Interest Payment Date would, become obligated to pay to the Holder of any Note Additional Amounts, as a result of:
(a) any change or amendment on or after February 20, 2025 that is not publicly announced before such date (or, in whole the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction on a date that is after February 20, 2025, any change or amendment after such later date) in partthe laws or any rules or regulations of a Relevant Taxing Jurisdiction; or
(b) any change on or after February 20, 2025 that is not publicly announced before such date (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction on a date that is after February 20, 2025, any change or amendment after such later date) in an interpretation, administration or application of such laws, rules or regulations by any legislative body, court, governmental agency, taxing authority or regulatory or administrative authority of such Relevant Taxing Jurisdiction (including the enactment of any legislation and the announcement or publication of any judicial decision or regulatory or administrative interpretation or determination) (each of (a) or (b), a “Change in Tax Law”): the Company (or a successor to the Company) may, at the Company’s its option, redeem all but not part of the Notes (such redemption, the “Tax Redemption”) (except in respect of certain Holders that elect otherwise as described below) at a redemption price (the “Tax Redemption Price”) equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon interest, if any, to, but excludingnot including, the date fixed by the Company for such Tax Redemption (the “Tax Redemption Date”), including, any Additional Amounts with respect to such Tax Redemption Price; or
provided that the Company (or a successor to the Company) may only redeem the Notes if: (i) the Company (or a successor to the Company) cannot avoid such obligations by taking commercially reasonable measures available to the Company (provided that changing the jurisdiction of incorporation of the Company shall be deemed not to be a commercially reasonable measure); and (ii) the sum Company (or a successor to the Company) delivers to the Trustee an opinion of outside legal counsel or a tax advisor of recognized standing in the Relevant Taxing Jurisdiction and an Officer’s Certificate attesting to such Change in Tax Law and obligation to pay Additional Amounts. Notwithstanding anything to the contrary herein, neither the Company nor any successor Person may redeem any of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion pursuant to this Section 16.01 in the case that Additional Amounts are payable in respect of PRC withholding tax at the Applicable PRC Rate or less solely as a result of the payments of interest accrued as of Company or its successor Person being considered a PRC tax resident under the redemption date (PRC Enterprise Income Tax Law. If the “Redemption Date”)), discounted to its present value as of the Tax Redemption Date occurs after a Regular Record Date and on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at or prior to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call corresponding Interest Payment Date, the Company may redeem shall pay on the NotesInterest Payment Date the full amount of accrued and unpaid interest, in whole or in partif any, at due on such Interest Payment Date to the record Holder of the Notes on the Regular Record Date corresponding to such Interest Payment Date, and the Tax Redemption Price payable to the Holder who presents a Note for redemption price shall be equal to 100% of the principal amount of such Note, including, for the avoidance of doubt, any Additional Amounts with respect to such Redemption Price. The Company shall give Holders of Notes (with a copy to the Trustee) not less than 45 Scheduled Trading Days’ but no more than 60 Scheduled Trading Days’ notice (a “Tax Redemption Notice”) prior to the Tax Redemption Date. Simultaneously with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. The Tax Redemption Date must be a Business Day and cannot fall after the Maturity Date. Upon receiving such Tax Redemption Notice, each Holder shall have the right to elect to not have its Notes redeemed, in which case the Company shall not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such Change in Tax Law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase, maturity or otherwise, and whether in cash, ADSs, or a combination thereof, Reference Property or otherwise) after the Tax Redemption Date (or, if the Company fails to pay the Redemption Price on the Tax Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes shall be subject to the deduction or withholding of such Relevant Taxing Jurisdiction and taxes required by law to be redeemeddeducted or withheld as a result of such Change in Tax Law; provided that, plus accrued and unpaid interestnotwithstanding the foregoing, if a Holder electing not to have its Called Notes redeemed converts its Called Notes in connection with the Company’s election to redeem the Notes in respect of such Change in Tax Law pursuant to Section 14.03(g), the Company shall be obligated to pay Additional Amounts, if any, on the Notes with respect to such conversion. Subject to the Redemption Date (subject applicable procedures of DTC in the case of Global Notes, a Holder electing to not have its Notes redeemed must deliver to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after Company, with a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid copy to the Person Paying Agent a written notice of election so as to be received by the Company and the Paying Agent or otherwise by complying with the requirements for conversion in whose name the Note is registered at Section 14.02(b) prior to the close of business on the second Business Day immediately preceding the Tax Redemption Date. A Holder may withdraw any notice of election (other than such Record Datea deemed notice of election in connection with a conversion) by delivering to the Company and the Paying Agent a written notice of withdrawal prior to the close of business on the second Business Day immediately preceding the Tax Redemption Date (or, and no additional interest will be payable if the Company fail to Holders whose Notes will be subject to redemption by pay the Company. On and after Redemption Price on the Tax Redemption Date, interest will cease to accrue such later date on Notes or portions thereof called for redemption.
(d) which the Company pays the Redemption Price). If less than all of the Notes are to be redeemedno election is made, the Trustee Holder shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not have its Notes redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000without any further action.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Indenture (Baidu, Inc.)
Optional Redemption. (a) At any time and from time to time prior to the Par Call DateDecember 15, 2027, the Notes may Securities of this series shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tosuch Securities to be redeemed, but excluding, the Redemption Date; or
or (ii) as determined by a Quotation Agent, the sum of the Remaining Scheduled Payments on such Notes being redeemed present values of the remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest accrued as of the redemption date (the “Redemption Date”)), calculated as if the maturity date of the Securities were December 15, 2027, and discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points; in each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed Securities to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, . The Securities will be redeemable in whole or in part, at the Company’s option, at any time and from time to time on or after December 15, 2027, at a redemption price Redemption Price equal to 100% of the principal amount of Notes to be the Securities being redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, on the Notes Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not less than 30 days nor more than 60 days prior to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, all as provided in the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyIndenture. On and after the Redemption DateDate for the Securities or any portion thereof called for redemption, as applicable, interest will shall cease to accrue on Notes such Securities or portions 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 Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be redeemed on the Redemption Date, and (dexcept if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall authenticate for the Holder at the expense Securities of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Company shall have the right to redeem at its option the Notes may be redeemed by the Companyof any series, in whole at any time or in partpart from time to time, on at least 15 days but no more than 60 days prior written notice transmitted to the Company’s optionregistered holders of the Notes to be redeemed. Upon redemption of the Notes of any series, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional 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 applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points, plus in the case of the 2027 Notes, and 25 basis points, in the case of the 2047 Notes; plus, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed redeemed, if any, to, but excluding, the Optional Redemption Date.
(b) At any time . In addition, on and after the applicable Par Call Date, the Company may redeem the NotesNotes of each series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Notes to Optional Redemption Date. The Company shall calculate the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)Price.
(c) If Notwithstanding the optional Redemption Date foregoing, installments of interest whose Stated Maturity is on or prior to any Optional Redemption Date shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered as such at the close of business on the applicable regular record date pursuant to the Notes and the Indenture.
(d) On and after a Record the applicable Optional Redemption Date for any series of Notes, interest shall cease to accrue on the Notes to be redeemed or any portion thereof called for redemption, unless the Company defaults in the payment of the Optional Redemption Price and on accrued and unpaid interest, if any. On or before the related Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or a paying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Optional Redemption Date, and (except if the date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest, if any. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected, in the case of global securities, by the Trustee in a manner that it deems fair and appropriate in accordance with applicable Depositary procedures and, in the case of definitive securities on a pro rata basis.
(e) Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the applicable Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price applicable to the Notes that are being redeemed, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two (2) Business Days prior to the Optional Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall, on the Optional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest, if any, will be paid to to, but excluding, the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Optional Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: Seventeenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) At any The Issuer may redeem all or, from time prior to time, a part of the Par Call Date, the Notes may be redeemed by the Company, in whole or in partNotes, at the Company’s its option, at a redemption price prices equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, but excludingif any, to the Redemption Date; orredemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the Remaining Scheduled Payments present values of the remaining scheduled payments of principal and interest on such the Notes being redeemed (not including any portion of the payments such payment of interest accrued as on the date of redemption, from the redemption date (to the “Redemption Date”))maturity date, discounted to its present value as of the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 50 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.; over
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) being redeemed. If the optional Redemption Date redemption date is on or after a Record Date an interest record date and on or before the related Interest Payment Dateinterest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Daterecord date, and no A-7 additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the CompanyIssuer. On and after In the Redemption Datecase of any partial redemption, interest the Trustee will cease to accrue select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on Notes or portions thereof called for redemption.
(d) If less than all of which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a . A new Note equal in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or unpurchased portion in the case of Definitive Notes, issued in the name of the Definitive Note surrendered representing Holder thereof upon cancellation of the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000original Note.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a redemption price any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to April 17, 2024 (the “Applicable Par Call Date”) will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Dateto be redeemed; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a rate equal to the Treasury Rate plus 12.5 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) at the applicable Adjusted Treasury Rateor (ii), as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At . In the case of any time redemption with a Redemption Date on and or after the Applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and unpaid interest, if any, payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Notes Interest Payment Date to the Redemption Date (subject to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record DateDate according to the Notes and the Indenture, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Companyapplicable procedures of the Depositary. On and after the Redemption DateDate for the Notes, interest will cease to accrue on the Notes or portions any portion thereof called for redemption.
(d) , 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. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be electronically delivered or mailed at least 30 days (in excess the case of $2,000.
(e) In addition any Redemption Date prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to redeem 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 abovein the Indenture, shall be set forth in an Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior to Unless otherwise provided in the Par Call Dateapplicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes may be redeemed by the Company, in whole or but not in part, at the Company’s option, at a redemption price equal to the greater of:
part on (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
any Payment Date (ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the a “Redemption Payment Date”)), discounted to its present value as of ) on or after the Redemption Payment Date on a semi-annual basis which the aggregate Note Balance (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal giving effect to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interestall payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Initial Note Balance and (ii) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment DateAmount, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close payment of business on such Record Date, and no additional interest will be payable to Holders whose Notes which will be subject to redemption by the Companyallocations, deposits and payments sections of the related Indenture Supplement, if any. On and after If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, interest such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are thereafter continue to be redeemedmade in accordance with this Indenture and the related Indenture Supplement, and the Trustee Noteholders of such Series or Class of Notes and the related Administrative Agent shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount continue to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes hold all rights, powers and options as set forth aboveunder this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and other amounts due in respect of the Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement. ([[) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Company Issuer may purchase Notes declare such Class no longer Outstanding, in open-market transactions, tender offers or otherwise invest which case the Noteholder thereof shall submit such net proceeds in any manner that is not prohibited by Class of Note to the IndentureIndenture Trustee for cancellation.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime, the Notes may of any series shall be redeemed by the Companyredeemable, in as a whole or in part, at the Company’s option, at a redemption price equal . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal the greater of:
of (i) 100% of the aggregate principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
or (ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Payments, discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 10 basis points, plus in the case of the 2021 Notes, 15 basis points, in the case of the 2026 Notes, and 25 basis points, in the case of the 2046 Notes, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Date.
(b) At any time on and Date for such Notes. On or after the Applicable Par Call DateDate for the 2021 Notes, the Company may redeem 2026 Notes and the 2046 Notes, in whole or in partas the case may be, at a redemption price the Redemption Price will equal to 100% of the aggregate principal amount of the 2021 Notes, the 2026 Notes or the 2046 Notes, as the case may be, to be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut not including, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date)for such Notes.
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption DateDate for a series of Notes, interest will cease to accrue on such Notes or portions any portion thereof called for redemption.
(d) , unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by the Trustee shall authenticate for by lot, on a pro-rata basis or by such method as the Holder at Trustee deems fair and appropriate and subject, in the expense case of Notes represented by Global Securities, to the applicable procedures of the Company a new Note equal Depositary; provided, however that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. The Company need not issue, authenticate, register the transfer of $1,000 or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in excess of $2,000whole or in part.
(ed) In addition Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 30 days (in the case of any redemption of Notes prior to the Company’s rights Applicable Par Call Date) or 15 days (in the case of any redemption of Notes with a Redemption Date on or after the Applicable Par Call Dates for such Notes) but in each case not more than 60 days before the Redemption Date to redeem each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth abovein an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by called for redemption shall become due and payable on the IndentureRedemption Date and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) At any time prior to the Par Call Date, The Issuer may redeem the Notes may be redeemed by the Company, in whole or in part, at the Company’s its option, at a any time or from time to time prior to maturity on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes (the “Redemption Date”). If any or all of the Notes are redeemed before December 10, 2024, the redemption price will be equal to the greater of:
: (i) 100% of the principal amount of the Notes being redeemed plus to be redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; or
(ii) discounted to the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), at a rate equal to the applicable Adjusted sum of the Treasury Rate, as determined by the Quotation Agent, Rate plus 30 15 basis points, plus plus, in either case, accrued interest thereon to, but not including, the Redemption Date; 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 principal amount Redemption Date to the holder of such record on the Regular Record Date. If any or all of the Notes being are redeemed toon or after December 10, but excluding2024, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price will be equal to 100% of the principal amount of the Notes to be redeemedredeemed plus accrued and unpaid interest to, plus but not including, the Redemption Date for such Notes. 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 accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyNotes. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all of the Notes are to be redeemed, the Trustee Notes to be redeemed shall authenticate for be selected in accordance with the Holder at the expense procedures of the Company a new Note equal Depositary; provided, however, that in principal amount to the unredeemed or unpurchased portion no event, shall Notes of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple less be redeemed in part. Notice of $1,000 any redemption shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in excess writing of $2,000.
(e) In addition such request at least 15 days prior to the Companydate 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, shall be set forth in an Officer’s rights Certificate of the Issuer delivered to redeem 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 as set forth abovecalled 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 not including, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureRedemption Date.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time prior to the Par Call DateJanuary 15, 2025, the Notes may Securities of this series shall be redeemed by the Companyredeemable, in whole or in part, at the Company’s 's option, at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tosuch Securities to be redeemed, but excluding, the Redemption Date; or
or (ii) as determined by a Quotation Agent, the sum of the Remaining Scheduled Payments on such Notes being redeemed present values of the remaining scheduled payments of principal and interest thereon (not including any portion of the such payments of interest accrued as of the redemption date (the “Redemption Date”)), calculated as if the maturity date of the Securities were January 15, 2025, and discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 20 basis points; in each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed Securities to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, . The Securities will be redeemable in whole or in part, at the Company's option, at any time and from time to time on or after January 15, 2025, at a redemption price Redemption Price equal to 100% of the principal amount of Notes to be the Securities being redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, on the Notes Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not less than 30 days nor more than 60 days prior to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, all as provided in the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the CompanyIndenture. On and after the Redemption DateDate for the Securities or any portion thereof called for redemption, as applicable, interest will shall cease to accrue on Notes such Securities or portions 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 Securities or any portion thereof called for redemption, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of such Securities to be redeemed on the Redemption Date, and (dexcept if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes Securities of this series are to be redeemed, the Depository shall select the Securities to be redeemed in accordance with its operational arrangements. If the Securities are not Global Notes held by the Depository, the Securities to be redeemed shall be selected by the Trustee by such method as the Trustee deems fair and appropriate; provided, however, that in no event shall authenticate for the Holder at the expense Securities of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 less be redeemed in excess of $2,000part.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
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Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) At Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer has the right, but not the obligation, to redeem a Series or Class of Notes in whole but not in part on any time Payment Date (a “Redemption Payment Date”) on or after the Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in the related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Noteholders of such redemption at least ten (10) days prior to the Par Call Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be redeemed by the Companysubject to optional redemption under this Article XIII, in whole or but not in part, at by the Company’s optionIssuer, at through a redemption price equal Permitted Refinancing or using the proceeds of issuance and sale of a new Series or Class of Notes issued hereunder, on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to the greater of:
end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (i10) 100% days’ prior notice to the Indenture Trustee. Following issuance of the principal amount of Redemption Notice by the Notes being redeemed plus accrued and unpaid interest thereon to, but excludingIssuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Date; or
(ii) Amount on the sum of the Remaining Scheduled Payments on date set for such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 30 basis points, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date.
(b) At any time on and after the Par Call Date, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest, if any, on the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
(d) If less than all The Issuer may redeem any Series of Notes through a Permitted Refinancing or using the proceeds of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense issuance and sale of the Company a new Note equal Series of Notes issued hereunder, on any other Business Day specified in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000related Indenture Supplement.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior The provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes may of any series shall be redeemed by the Companyredeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes of any series, at a redemption price the Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toto be redeemed, but excluding, the Redemption Date; orand
(ii) the sum of the present values of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the payments of interest accrued as of the redemption date (the “Redemption Date”))Notes to be redeemed, discounted to its present value as of the Optional Redemption Date on a semi-an annual basis (assuming ACTUAL/ACTUAL (ICMA)) using a 360-day year consisting of twelve 30-day months) at discount rate equal to the applicable Adjusted Treasury Comparable Bond Rate, as determined by plus 20 basis points, in the Quotation Agentcase of the 2025 Notes, plus 20 basis points, in the case of the 2028 Notes, 25 basis points, in the case of the 2031 Notes, 30 basis points, plus in the case of the 2039 Notes, and 35 basis points, in the case of the 2049 Notes; plus, in each case, in addition to such Optional Redemption Price, accrued and unpaid interest on the principal amount of such Notes being redeemed redeemed, if any, to, but excluding, the Optional Redemption Date.
(b) At any time on . On and after the applicable Par Call Date, the Company may redeem the NotesNotes of each series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, on to, but excluding, the Notes to the Optional Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If The Notes of any series shall also be redeemable, in whole, but not in part, at any time at the optional Company’s option, at an Optional Redemption Date Price equal to 100% of the principal amount of the Notes, plus, accrued and unpaid interest and any Additional Amounts thereon, if the Company determines that (A) as a result of any change or amendment to the laws, treaties, regulations or rulings of the United States of America or any political subdivision or taxing authority thereof, which change or amendment is announced and becomes effective on or after September 24, 2019, there is a material probability that the Company has or will become obligated to pay Additional Amounts of such series or (B) on or after September 24, 2019, any change in the official application, enforcement or interpretation of those laws, treaties, regulations or rulings, including a holding by a court of competent jurisdiction in the United States or any other action, taken by any taxing authority or a court of competent jurisdiction in the United States, whether or not such action was taken or made with respect to the Company, results in a material probability that the Company has or will become obligated to pay Additional Amounts on any Notes of such series; provided that the Company determines, in its business judgment, that the obligation to pay such Additional Amounts cannot be avoided by use of reasonable measures available to the Company, not including substitution of the obligor under such Notes. Prior to the mailing of any notice of such a redemption, the Company shall deliver to the Trustee (1) an Officer’s Certificate stating that the Company is entitled to effect such a redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company to so redeem have occurred and (2) an Opinion of Counsel to such effect based on such statement of facts.
(d) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or after a Record prior to the Optional Redemption Date and shall be payable on or before the related applicable Interest Payment Date, the accrued and unpaid interest, if any, will be paid Date to the Person in whose name the Note is Holders of such Notes registered as such at the close of business on such Record Date, the applicable regular record date pursuant to the Notes and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. Indenture.
(e) On and after the applicable Optional Redemption DateDate for any series of Notes, interest will shall cease to accrue on the Notes to be redeemed or portions any portion thereof called for redemption.
, unless the Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest and Additional Amounts, if any. No later than 10:00 a.m. London time on the Business Day prior to the Optional Redemption Date for any Notes to be redeemed, the Company shall deposit with the Trustee or Paying Agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Optional Redemption Date, and (dexcept if the date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest and Additional Amounts, if any. If less than all of the a series of Notes are to be redeemed, the Notes to be redeemed shall be selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the case of definitive securities in a manner the trustee deems fair and appropriate, unless otherwise required by law or applicable stock exchange requirements.
(f) Notice of any optional redemption shall be transmitted at least 15 days but not more than 60 days before the applicable Optional Redemption Date to each Holder of the Notes to be redeemed; provided, however, that the Company shall notify the Trustee of the Optional Redemption Date at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall authenticate for be satisfactory to the Holder Trustee). Any notice may, at the expense Company’s discretion, 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. Such notice shall be provided in accordance with Section 3.02 of the Base Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption Price applicable to the Notes that are being redeemed, calculated as described above in clause (b), shall be set forth in an Officers’ Certificate of the Company a new Note equal in principal amount delivered to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness Trustee no later than two (2) Business Days prior to the extent not redeemed or purchased; Optional Redemption Date. Notice of redemption having been given as provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
the Indenture, the Notes called for redemption shall (e) In addition subject to the Company’s rights to redeem satisfaction or waiver of any applicable condition precedent), on the Notes as set forth aboveOptional Redemption Date, become due and payable at the Optional Redemption Price, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the IndentureOptional Redemption Date.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
(b) At any time prior and from time to the Par Call Datetime to January 15, 2026, the Notes may shall be redeemed by the Company, in redeemable as a whole or in partpart in integral multiples of $1,000 principal amount, at the Company’s optionoption (an “Optional Redemption”), at a redemption price Redemption Price equal to the greater of:
of (i) 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the Remaining Scheduled Payments on such Notes being redeemed (not including any portion present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued as and unpaid to the date of the redemption date (the “Redemption Date”)), redemption) discounted to its present value as of the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Adjusted Treasury Rate, as determined by the Quotation Agent, Rate plus 30 45 basis points, plus plus, in each case, accrued and unpaid interest on the principal amount of such Notes being redeemed thereon to, but excludingnot including, the Redemption Datedate of redemption.
(bc) At any time and from time to time on and or after the Par Call DateJanuary 15, 2026, the Company may redeem the Notes, in Notes as a whole or in part, at the Company’s option (a redemption price “Special Redemption”), at a Redemption Price equal to 100% of the principal amount of the Notes to be being redeemed, plus in each case accrued and unpaid interestinterest thereon to, if anybut not including, the date of redemption.
(d) Further installments of interest on the Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to the Redemption Date (subject shall be payable on the Interest Payment Date to the right registered Holders as of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such the relevant Regular Record Date, Date according to the Notes and no additional interest the Indenture.
(e) Notice of any Optional Redemption or Special Redemption under this Section 3.05 will be payable mailed at least 30 days but not more than 60 days before the Redemption Date to Holders whose each Holder of the Notes will to be subject redeemed; provided, however, that notice of any Optional Redemption or Special Redemption may be mailed more than 60 days prior to redemption the Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of Notes. If fewer than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Company. On Trustee by lot or any other such method as the Trustee deems to be fair and appropriate.
(f) 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 redemptionOptional Redemption or Special Redemption, as the case my be, under this Section 3.05.
(d) If less than all of the Notes are to be redeemed, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Hanover Insurance Group, Inc.)