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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes. (d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. (e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)
Optional Redemption. (a) Subject At any time and from time to Section 1.02 hereoftime during the twelve-month period commencing on [ , 2005] of the years indicated below, the provisions of Article 11 Company may redeem all or any portion of the Base IndentureNotes at the redemption prices (expressed as percentages of principal amount) set forth below, as supplemented by plus accrued and unpaid interest on the provisions of this Sixth Supplemental IndentureNotes redeemed, shall apply to the Notes.applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2005 [ ]%2 2006 and thereafter 100.00 %
(b) At any time before prior to [ ], 2005, the Par Call Date, Notes shall be redeemable, in whole Company may redeem all or in partany portion of the Notes, at once or over time, after giving the Company’s optionrequired notice under this Indenture, at a Redemption Price redemption price equal to the greater of of
(i) 100100.0% of the aggregate principal amount of the Notes to be redeemed or redeemed; and
(ii) the sum of the present values of (A) the Remaining Scheduled Paymentsredemption price of the Notes at [ ], 2005 (as set forth in Section 3.07(a) above) and (B) the remaining scheduled payments of interest from the redemption date to [ ], 2005, but excluding accrued and unpaid interest to the redemption date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to redemption date at the Treasury Rate (determined on the second Business Day immediately preceding the date of redemption) plus 35 [ ]3 basis points, ; plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any). If less than all Any notice to the Holders of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(eredemption pursuant to this Section 3.07(b) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before include the Redemption Date to each Holder appropriate calculation of the Notes to be redeemedredemption price, but need not include the redemption price itself. 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 The actual Redemption Priceredemption price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicableabove, 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 Indenturedate.
(c) At any time and from time to time prior to [ ], 2007, the Company may redeem up to 35.0% of the aggregate principal amount of the Notes called for issued under this Indenture at a redemption shall become due and payable on price (expressed as a percentage of principal amount) equal to [ ]%4 of the Redemption Date and at the applicable Redemption Priceprincipal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, if anyin the case of the direct or indirect parent, tothat the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, but however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not including, less than 30 nor more than 60 days’ prior notice.
(d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the Redemption Dateprovisions of Sections 3.01 through 3.06 hereof.
Appears in 2 contracts
Sources: Indenture (Intermedia Communications Inc), Indenture (Digex Inc/De)
Optional Redemption. (a) Subject to Section 1.02 hereof10.1(b), the provisions of Article 11 of the Base IndentureOutstanding Notes are subject to redemption in whole, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or but not in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% direction of the aggregate principal amount of Issuer on the Notes Redemption Date. If the Outstanding Notes, or some portion thereof, are to be redeemed or pursuant to this Section 10.1(a), the Issuer shall furnish notice of such election to the Indenture Trustee not later than the close of business on the first (ii1st) the sum Business Day of the present values of the Remaining Scheduled Payments, discounted to month in which the Redemption Date occurs and the Issuer shall deposit by 10:00 A.M. New York City time on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after with the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults Paying Agent 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 Collection Account the Redemption Price of the Notes to be redeemed on redeemed, whereupon all such Redemption Date, and (except if the Redemption Date Notes shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at upon the applicable Redemption Pricefurnishing of a notice complying with Section 10.2 to each Holder of the Notes.
(b) Upon the occurrence of a Change of Control, plus accrued and unpaid interest, if any, tothe Outstanding Notes are subject to redemption in whole, but not includingin part, at the discretion of the Issuer on the Redemption Date at the Change of Control Redemption Price. If the Outstanding Notes, or some portion thereof, are to be redeemed pursuant to this Section 10.1(b), the Issuer shall furnish notice of such election to the Indenture Trustee not later than the close of business on the ninetieth (90th) day subsequent to the date on which the Change of Control occurs and the Issuer shall deposit by 10:00 A.M. New York City time on the Redemption DateDate with the Paying Agent in the Collection Account the Change of Control Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.2 to each Holder of the Notes.
Appears in 2 contracts
Sources: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)
Optional Redemption. In the event that as a result of any change in, or amendments to, any laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein) or any change in, or amendments to, an official position regarding the application of such laws, regulations or rulings, which change or amendment is announced or becomes effective thereunder after January 9, 2001, the 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 accordance with this Article Eleven, all, but not less than all, the Securities of such series at any time at 100% of the principal amount thereof, together with accrued interest thereon, if any, to the Redemption Date (subject to the rights of holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest on the relevant Interest Payment Date).
SECTION 14. For the sole benefit of the Holders of the 2006 Senior Notes, a new Section 1108 shall be added to the Indenture and, for the sole benefit of the Holders of the 2010 Senior Notes and Senior Debentures, the Fourth Supplemental Indenture shall be amended to add a new Section 11A which shall add a new Section 1108 to the Indenture as follows:
(a) Subject Exchange Notes or Exchange Debentures may from time to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented time be executed by the provisions of this Sixth Supplemental Indenture, shall apply Company and delivered to the NotesTrustee 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 exchange, upon a Company Order without further action by the Company.
(b) At 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 time before the Par Call Date2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be redeemablecancelled 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, in whole or in parteach of which when so executed shall be deemed to be an original, at but such counterparts shall together constitute but one and the Company’s option, at a Redemption Price equal same instrument.
SECTION 17. Except as herein amended with respect to the greater of (i) 100% 2006 Senior Notes, 2010 Senior Notes and the Senior Debentures, all applicable terms, conditions and provisions of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled PaymentsIndenture, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis pointsas supplemented, plus, shall continue in the case of each of clause (i) or (ii), accrued full force and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes effect and shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued remain binding and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected enforceable 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 parttheir respective terms.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: 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 Sixth Seventh Supplemental Indenture, shall apply to the Notes.
(b) At any time before the applicable Par Call DateDate for a series of Notes, such Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the such Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, 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 thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the applicable Par Call Date, Notes of the applicable series shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the 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 the a series of Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the 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, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) Subject At any time and from time to Section 1.02 hereoftime during the twelve-month period commencing on [ , 2005] of the years indicated below, the provisions of Article 11 Company may redeem all or any portion of the Base IndentureNotes at the redemption prices (expressed as percentages of principal amount) set forth below, as supplemented by plus accrued and unpaid interest on the provisions of this Sixth Supplemental IndentureNotes redeemed, shall apply to the Notes.applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2005 [ ]% [2006 and thereafter] [ 100.00 ]7%
(b) At any time before prior to [ ], 2005, the Par Call Date, Notes shall be redeemable, in whole Company may redeem all or in partany portion of the Notes, at once or over time, after giving the Company’s optionrequired notice under this Indenture, at a Redemption Price redemption price equal to the greater of of
(i) 100100.0% of the aggregate principal amount of the Notes to be redeemed or redeemed; and
(ii) the sum of the present values of (A) the Remaining Scheduled Paymentsredemption price of the Notes at [ ], 2005 (as set forth above) and (B) the remaining scheduled payments of interest from the redemption date to [ ], 2005 but excluding accrued and unpaid interest to the redemption date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to redemption date at the Treasury Rate (determined on the second Business Day immediately preceding the date of redemption) plus 35 [ ]8 basis points, ; plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any). If less than all Any notice to the Holders of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
redemption pursuant to this clause (eb) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before include the Redemption Date to each Holder appropriate calculation of the Notes to be redeemedredemption price, but need not include the redemption price itself. 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 The actual Redemption Priceredemption price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicableabove, 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 Indenturedate.
(c) At any time and from time to time prior to [ ], 2007, the Company may redeem up to 35.0% of the aggregate principal amount of the Notes called for issued under this Indenture at a redemption shall become due and payable on price (expressed as a percentage of principal amount) equal to __9 of the Redemption Date and at the applicable Redemption Priceprincipal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, if anyin the case of the direct or indirect parent, tothat the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, but however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not including, less than 30 nor more than 60 days’ prior notice.
(d) Any prepayment pursuant to this paragraph shall be made pursuant to the Redemption Dateprovisions of Sections 3.01 through 3.06 of the Indenture.
Appears in 2 contracts
Sources: Indenture (Intermedia Communications Inc), Indenture (Digex 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time, the Par Call Date, Notes of either series shall be redeemable, in as a whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, 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) At any time on or On and after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the 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 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 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 in accordance with by lot, on a pro-rata basis or by the procedures of Trustee by such method as the DepositaryTrustee deems appropriate; provided, however, however that in no event event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable), shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) Subject The Issuer may redeem all or, from time to Section 1.02 hereoftime, the provisions of Article 11 a part of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a Redemption Price redemption prices equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of:
(a) as determined by the calculation agent (which shall initially be redeemed or (ii) the Trustee), the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the Redemption Date redemption date on a semi-annual basis A-7 (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 50 basis points, 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.; over
(cb) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued . If the optional redemption date is on or after an interest record date and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notesrelated interest payment date, 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but not includingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Redemption DateTrustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on 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. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note.
Appears in 2 contracts
Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Terms Supplement, the provisions Administrator may at its option redeem the outstanding Classes of Article 11 REMIC Certificates of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
each Series (b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plusor, in the case of each a Double-Tier Series, the outstanding Lower-Tier Classes of clause (iany Lower-Tier REMIC Pool) or (ii), accrued and unpaid interest thereon toin whole, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at upon not less than 30 or more than 60 days’ notice, on any Payment Date when the Company’s electionaggregate outstanding principal amount of such Classes, after giving effect to principal payments to be made on such Payment Date, would be less than 1% of the aggregate original principal amount of such Classes. Any optional redemption shall be at a Redemption Price redemption price equal to 100% of the aggregate unpaid principal amount of the Notes to be Classes redeemed, plus accrued and unpaid interest thereon to, but not includingfor the Accrual Period relating to the applicable Payment Date. In order to effect an optional redemption, the Redemption Date for such Notes.
(dAdministrator, on behalf of the Trustee, shall adopt a plan of complete liquidation meeting the requirements of a “qualified liquidation” under Section 860F(a)(4) On of the Code. Pursuant to the plan, the Administrator shall liquidate all of the Assets and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults other assets in the payment REMIC Pool (or, in the case of a Double-Tier Series, in the Redemption Price applicable Lower-Tier REMIC Pool) at fair market value as determined by the Administrator, and accrued interest, apply the net proceeds of such liquidation (together with funds contributed by the Administrator 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 net proceeds are insufficient) to pay the Redemption Price redemption price. Upon any redemption of Lower-Tier Classes in a Double-Tier Series, the redemption price of the Notes to be redeemed on such Redemption Date, and (except if Lower-Tier Classes that constitute Mortgage Securities for the Redemption Date Upper-Tier REMIC Pool shall be an Interest Payment Date) accrued interestapplied as principal and interest on the outstanding Upper-Tier Classes, if anyresulting in the retirement of those Classes. If less than all Following any redemption, any remaining proceeds from the liquidation of the Notes are to be redeemedAssets in the REMIC Pool (or, in the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes case of a principal amount Double-Tier Series, in the applicable Lower-Tier REMIC Pool), net 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 applicableliquidation expenses, shall be set forth in an Officers’ Certificate delivered distributed pro rata to the Trustee no later than two Business Days prior Holders of the related Residual Class upon surrender of their Certificates to the Redemption DateAdministrator. Notice Upon any redemption, any outstanding MACR Classes shall be retired from the proceeds of redemption having been given of their related Regular Classes of REMIC Certificates. All decisions as provided in to the Indenturemaking of an optional redemption, including the Notes called for redemption timing of any optional redemption, shall become due and payable on the Redemption Date and be at the applicable Redemption PriceAdministrator’s sole discretion. The Administrator shall be under no obligation to any Holder to make or not make an optional redemption, plus accrued and unpaid even if it would be in such Holder’s interest, if any, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: Multiclass Certificates Master Trust Agreement, Multiclass Certificates Master Trust Agreement
Optional Redemption. (a) Subject At any time and from time to Section 1.02 hereoftime during the twelve-month period commencing on [ , 2009] of the years indicated below, the provisions of Article 11 Company may redeem all or any portion of the Base IndentureNotes at the redemption prices (expressed as percentages of principal amount) set forth below, as supplemented by plus accrued and unpaid interest on the provisions of this Sixth Supplemental IndentureNotes redeemed, shall apply to the Notes.applicable redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on the relevant Interest Payment Date): 2009 [ ]% 20010 [ ]% 2011 [ ]% 2012 and thereafter [100.00 ]7%
(b) At any time before prior to [ ], 2009, the Par Call Date, Notes shall be redeemable, in whole Company may redeem all or in partany portion of the Notes, at once or over time, after giving the Company’s optionrequired notice under this Indenture, at a Redemption Price redemption price equal to the greater of of
(i) 100100.0% of the aggregate principal amount of the Notes to be redeemed or redeemed; and
(ii) the sum of the present values of (A) the Remaining Scheduled Paymentsredemption price of the Notes at [ ], 2009 (as set forth above) and (B) the remaining scheduled payments of interest from the redemption date to [ ], 2009 but excluding accrued and unpaid interest to the redemption date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to redemption date at the Treasury Rate (determined on the second Business Day immediately preceding the date of redemption) plus 35 [ ]8 basis points, ; plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before to the redemption date (subject to the right of Holders of record on the Regular Record Date to receive interest due on 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any). If less than all Any notice to the Holders of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
redemption pursuant to this clause (eb) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before include the Redemption Date to each Holder appropriate calculation of the Notes to be redeemedredemption price, but need not include the redemption price itself. 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 The actual Redemption Priceredemption price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicableabove, 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 Indenturedate.
(c) At any time and from time to time prior to[ ], 2007, the Company may redeem up to 35.0% of the aggregate principal amount of the Notes called for issued under this Indenture at a redemption shall become due and payable on price (expressed as a percentage of principal amount) equal to _9 of the Redemption Date and at the applicable Redemption Priceprincipal amount thereof, plus accrued and unpaid interestinterest to the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date) with the net cash proceeds of one or more Equity Offerings by the Company or the direct or indirect parent of the Company (to the extent, in the case of the direct or indirect parent, that the net cash proceeds of the Equity Offerings are contributed to the common or non-redeemable preferred equity capital of the Company); provided, however, that after giving effect to any such redemption, at least 65.0% of the aggregate principal amount of the Notes initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after giving effect to such redemption. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.
(d) Any prepayment pursuant to this paragraph shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture. 7 Will be par plus six-months interest based on the Initial Rate, declining ratably to par. 8 This number shall be fixed on the [20th day] prior to the Issue Date (or if any, to, but such date is not includinga Business Day, the Redemption Datenext Business Day) and shall equal the spread over the Treasury Rate for the Comparable Treasury Issue such that the initial redemption price of clause 3.07(b)(ii) shall equal 113%. For purposes of this calculation, the Initial Rate plus 1% shall be in effect for the first two interest payments. 9 par plus coupon.
Appears in 2 contracts
Sources: Indenture (Digex Inc/De), Indenture (Intermedia Communications Inc)
Optional Redemption. The Company may redeem the Notes prior to February 18, 2055 (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 before the “Par Call Date”), Notes shall be redeemable, at any time in whole 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 Notes to be redeemed or on the Redemption Date; and
(ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsprincipal amount of the Notes to be redeemed and remaining scheduled payments of interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) from the Redemption Date to the Par Call Date, in each case discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 15 basis points, ; plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon tointerest, if any, to but not includingexcluding the Redemption Date. In addition, the Redemption Date for such Notes.
(c) At any time Company may redeem the Notes on or after the Par Call Date, Notes shall be redeemable, at any time in whole or from time to time in part, at the Company’s electionoption, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any, to but excluding the Redemption Date. On Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date according to the Notes and the Indenture. Notice of any redemption will be delivered at least 10 days but not more than 60 days 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 each registered Holder of the Notes to be redeemed by the Company or by the Trustee on its behalf; provided that notice of redemption may be delivered more than 60 days prior to the Redemption Date if the notice is issued in connection with a defeasance of such Notes or a satisfaction and discharge of such Notes. The Company shall notify the Trustee of the Redemption Date and of the principal amount of the Notes to be redeemed at least 45 days prior to the Redemption Date, and (except if unless a shorter period is satisfactory to the Redemption Date shall be an Interest Payment Date) accrued interest, if anyTrustee. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by lot by the Trustee, subject to Applicable Procedures of DTC, in accordance with the procedures case of Notes represented by a Global Security, or by the Depositary; provided, however, that in no event shall Notes of Trustee by 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 method the Redemption Date to each Holder of the Notes Trustee deems to be redeemedappropriate, in the case of Notes that are not represented by a Global Security. 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 Except as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be otherwise 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 Indenturethis Article III, the terms and conditions upon which and the manner in which the Notes called for redemption shall become due and payable on may be redeemed by the Redemption Date and at Company pursuant to this Article III are governed by the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, provisions of Article IV of the Redemption DateExisting Indenture.
Appears in 1 contract
Optional Redemption. (a) Subject The Bonds shall be subject to Section 1.02 hereofredemption at the option of the Authority upon the request of the Company: During any Commercial Paper Rate Period, the provisions of Article 11 of the Base IndentureBonds shall be subject to redemption on each Interest Payment Date, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in a whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury thereof. During any Daily Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not includingPeriod, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes Bonds shall be redeemablesubject to redemption on any Business Day, in as a whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemedthereof, plus accrued and unpaid interest thereon to, but not including, to the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called date fixed 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 NotesDuring any Weekly Rate Period, 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 (except if the Redemption Date Bonds shall be an Interest Payment Date) accrued interestsubject to redemption on any Business Day, if any. If less than all of as a whole or in part, at the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Pricethereof, plus accrued and unpaid interestinterest to the date fixed for redemption, if any. During any Monthly Rate Period, the Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof. During any Semi-annual Rate Period, the Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof. 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 principal amount thereof, plus a premium equal to the 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, toshall 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, but not includingas the case may be, the Redemption DateRemarketing 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 revise the Initial Premium, Reductions in Premium and No-Call Periods without the approval of the Holders to reflect then-prevailing market conditions, upon receipt of an opinion of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or in conjunction with the establishment of a Calculation Period or a Fixed Rate, as the case may be, are made in accordance with the Indenture, is permitted under the Act and will not adversely affect the exclusion 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) 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 before thirty (30) days prior to the Par Call Maturity Date, the Company shall have the right to redeem the Notes shall be redeemableat its option and in its sole discretion, in whole or from time to time in part, at the Company’s option, at a . The redemption price (“Redemption Price Price”) will equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate plus 35 30 basis points, plus, in the case points (0.30% or thirty one-hundredths of each of clause (i) or (iione percent), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such NotesDate. Notwithstanding the foregoing, if the Notes are redeemed on or after thirty (30) days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed.
(db) On The Company shall not redeem the Notes pursuant to Section 4.1(a) on any date if the principal amount of the Notes has been accelerated, and after any Redemption Date for such an acceleration has not been rescinded or cured on or prior to such date (except in the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless case of an acceleration resulting from a default by 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 respect to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date).
Appears in 1 contract
Optional Redemption. So long as no default or Event of Default has occurred and no Change of Control has occurred, the Series A Notes will be redeemable at the Company's option in whole or in part at any time in accordance with Section 3.05 and Article Seven of the Indenture. The Redemption Price for the Series A Notes shall be two-thirds of the face amount thereof plus accrued but unpaid interest as of the Redemption Date, during the first eighteen (18) months after the Issue Date. On the day that is the first date after the expiration of the eighteenth (18) month after the Issue Date and on the corresponding day of each month thereafter, the Redemption Price shall increase by 1.85185184444% of the face amount thereof to the Stated Maturity. In all instances, the Company shall also pay all accrued but unpaid interest as of the date of such payment. The Series A Notes will be subject to redemption at the option of the Company or a successor corporation at any time, in whole but not in part, upon not less than 30 nor more than 60 days' notice, at a redemption price equal to the principal amount thereof and the Company shall also pay accrued and unpaid interest to the redemption date if, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of:
(a) Subject Bermuda or any political subdivision or governmental authority thereof or therein having power 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.tax,
(b) At any jurisdiction, other than the United States, the United Kingdom or Luxembourg, from or through which payment on the Series A Notes is made by the Company or a successor corporation, or its paying agent in its capacity as such, or any political subdivision or governmental authority thereof or therein having the power to tax, or
(c) any other jurisdiction, other than the United States, in which the Company or a successor corporation is organized, or any political subdivision or governmental authority thereof or therein having the power to tax, which becomes effective on or after the Issue Date, the Company or a successor corporation is or would be required on the next succeeding Interest Payment Date to pay Additional Amounts with respect to the Series A Notes, and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Company or the successor corporation. Notwithstanding the availability of Section 3.05(a) of the Indenture, the Company may, at its option, at any time before and from time to time, elect to redeem all or part of the Par Call Date, Series A Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal face amount thereof. Any such redemption shall be made in accordance with Article Seven of the Notes to be redeemed or (ii) Indenture. On the sum Redemption Date, the Company shall also pay all accrued but unpaid interest on the portion of the present values Series A Notes being redeemed as of such date. All optional redemptions made pursuant to Section 3.05(c) of the Remaining Scheduled PaymentsIndenture and all mandatory redemptions made pursuant to Section 3.06(b) of the Indenture shall be aggregated for purposes of determining whether the redemption thresholds set forth in Sections 2.02, discounted to 8.04(2), 8.15(c) and 16.04(b) of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting Indenture and Section 11.9 of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in Security Agreement have been satisfied. In the case of each of clause (i) or (ii)any partial redemption, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% selection of the aggregate principal amount Series A Notes for redemption will be made in accordance with Article 7 of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) Indenture. On and after any Redemption Date for the Notesredemption date, interest will cease to accrue on Series A Notes or any portion portions thereof called for redemption, unless redemption as long as the Company defaults has deposited with the paying agent funds in the payment satisfaction 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any applicable 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 price pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofThe Notes, 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 at any time before and from time to time prior to July 1, 2026 (the “Par Call Date, Notes shall ”) will be redeemable, in whole or in part, redeemable at the Company’s option, option at a Redemption Price redemption price equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed; and (ii) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) from the redemption date to the Par Call Date, discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, plus 35 25 basis points, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such Notes.
(c) redemption date of the Notes to be redeemed. At any time and from time to time on or after the Par Call Date, Notes shall be redeemablethe Company may redeem the Notes, in whole or in part, at the Company’s electionits option, 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 includingexcluding, the Redemption redemption date of the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date for such Notesto the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture.
(db) On Notice of any redemption will be mailed (or, in the case of Global Securities, delivered in accordance with the Depositary’s procedures) at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed (which notice, so long as the Notes are represented by a Global Security, will be given to the Depositary (or its nominee) or a successor depositary (or its nominee)). Unless the Company defaults in payment of the redemption price, on and after any Redemption Date for the Notesredemption date, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of by lot by the Depositary; provided, howeverin the case of Notes represented by a Global Security, that in no event shall Notes of or by the Trustee by 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 method the Redemption Date to each Holder of the Notes Trustee deems 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 givenfair and appropriate, 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 case of 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 that are not including, the Redemption Daterepresented by a Global Security.
Appears in 1 contract
Optional Redemption. Prior to March 15, 2029 (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 before the “Par Call Date”) the Issuer may redeem all or, Notes shall be redeemablefrom time to time, in whole or in parta part of this Note, at the Company’s its option, at a Redemption Price redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of:
(a) as determined by the calculation agent (which shall initially be redeemed or (ii) the Trustee), the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the Notes being redeemed that would have been due if the Notes matured on the Par Call Date, excluding accrued and unpaid interest to, but not including, the date of redemption, discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, plus 35 30 basis points, 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.; over
(cb) At any time 100% of the principal amount of the Notes being redeemed. In addition, on or after the Par Call Date, Notes shall Date this Note may be redeemableredeemed, in whole or in part, at by the Company’s electionIssuer upon not less than 10 nor more than 60 days’ prior notice, at a Redemption Price equal to redemption price of 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 the Notes, interest will cease to accrue on 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 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Pricethereof, plus accrued and unpaid interest, if any, to, but not includingto the date of redemption. If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the Redemption Dateaccrued and unpaid interest, if any, will be paid to the Person in whose name this Note is registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which such Notes are listed, and/or in compliance with the requirements of the DTC, or if such Notes are not listed, on a pro rata basis or by lot (and, in the case of Global Notes, in accordance with the applicable procedures of DTC), although no Note of $150,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, notice of redemption relating to that Note will state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, The Notes are redeemable at 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 before the Par Call Date, Notes shall be redeemableIssuers’ election, in whole or in partpart at any time prior to their Stated Maturity.
(a) The redemption price for the Notes that are redeemed before February 15, at the Company’s option, at a Redemption Price 2027 will be equal to the greater of (i) of:
i. 100% of the aggregate principal amount of the Notes to be redeemed or (redeemed; or
ii) . as determined by an Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate Rate, plus 35 50 basis points, plus, in either of the case of each of clause (i) or (ii)above cases, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time date of redemption on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of 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 thereon to, but not including, the Redemption Date for date of redemption on the Notes to be redeemed. Any such Notes.
redemption may, at the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (d) On 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 after such notice may be rescinded in the event that any Redemption Date for or all such conditions shall not have been satisfied or waived by the Notesdate of redemption, or by the date of redemption as so delayed. Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateredemption date.
Appears in 1 contract
Sources: Indenture (Wynn Las Vegas LLC)
Optional Redemption. (a) Subject The Issuer may redeem all or, from time to Section 1.02 hereoftime, the provisions of Article 11 a part of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a Redemption Price redemption prices equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of:
(a) as determined by the calculation agent (which shall initially be redeemed or (ii) the Trustee), the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Bund Rate plus 35 50 basis points, 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.; over
(cb) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued . If the optional redemption date is on or after an interest record date and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notesrelated interest payment date, 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but not includingand no B-7 additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Redemption DateTrustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on 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. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Fifth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Par Call Date, The Notes shall be redeemable, redeemable in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes prior to the Par Call Date, at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, plus, in the case of each of clause (i) or (ii), addition to such Optional Redemption Price accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. Upon redemption of the Notes on or after the Par Call Date, Notes the Company shall be redeemable, in whole or in part, at the Company’s election, at a 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 interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Securityholders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(dc) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 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 date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase 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) of this Section 4.01, as applicable), shall be set forth in an Officers’ 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 shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofOn or after [●]7, 2023, the provisions of Article 11 of notes will be redeemable at the Base IndentureCompany’s option, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemablefor cash, in whole or in part, at the Company’s option, upon not less than 10 days nor more than 60 calendar days’ notice at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes 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 accreted principal amount per note, if the market closing price of the Notes ordinary shares has been at least 250% of the per share price implied by the exchange rate then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period, including at least one of the trading days immediately preceding the date on which the Company provides the notice of redemption. Holders may surrender notes subject to optional redemption for exchange at any time prior to the close of business on the second business day prior to the redemption date. The indenture for the notes will provide that a redemption closing, and the deadline for surrender of notes subject to redemption, or the deadline for an exchange in connection with a fundamental change will be redeemeddelayed, plus accrued if delivery of the exchange consideration would require a filing pursuant to the HSR Act, until such filing has been made and unpaid interest thereon to, but not the applicable waiting period has expired or terminated. Additional Amounts All payments made by or on behalf of the Company or NCL Holdings (including, in each case, any successor entity), including amounts payable upon redemption, repurchase or exchange, under or with respect to the Redemption Date notes or the guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction of such taxes is then required by law. If the Company, NCL Holdings or any other applicable withholding agent is required by law to withhold or deduct any amount for, or on account of, any taxes imposed or levied by or on behalf of (1) any jurisdiction in which the Company or NCL Holdings is or was incorporated, engaged in business, organized or resident for such Notes.
tax purposes or any political subdivision thereof or therein or (d2) On any jurisdiction from or through which any payment is made by or on behalf of the Company or NCL Holdings (including, without limitation, the jurisdiction of any paying agent) or any political subdivision thereof or therein (each of (1) and after (2), a “Tax Jurisdiction”) in respect of any Redemption Date for payments or delivery under or with respect to the Notesnotes or the guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest will cease to accrue on 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 the Notespremium, the Company shall deposit with or NCL Holdings, as applicable, will pay such additional amounts (the Trustee “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments or a Paying Agent, funds sufficient to pay delivery by each Holder after such withholding or deduction will equal the Redemption Price respective amounts that would have been received and by each Holder in respect of such payments in the Notes to be redeemed on absence of such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositarywithholding or deduction; provided, however, that in no event shall Notes of a principal amount of $2,000 or less Additional Amounts will be redeemed in partpayable with respect to: ___________________________ 7 NTD: To be three years from the issue date.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)
Optional Redemption. Section 16.01 Optional Redemption for Changes in the Tax Law of the Relevant Taxing Jurisdiction. Other than as described in this Article XVI, the Notes may not be redeemed by the Company 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) Subject to Section 1.02 hereofany change or amendment on or after February 20, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
2025 that is not publicly announced before such date (b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plusor, 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 the 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 clause (ia) or (iib), accrued and unpaid interest thereon toa “Change in Tax Law”): the Company (or a successor to the Company) may, at its option, redeem all but not includingpart of the Notes (such redemption, the Redemption Date for such Notes.
“Tax Redemption”) (cexcept in respect of certain Holders that elect otherwise as described below) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a redemption price (the “Tax Redemption Price 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 the Notes, interest will cease to accrue on 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 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not 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; 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 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 Notes 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 Company or its successor Person being considered a PRC tax resident under the PRC Enterprise Income Tax Law. If the Tax Redemption Date occurs after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company shall pay on the Interest Payment Date the full amount of accrued and unpaid interest, if any, 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 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 deducted or withheld as a result of such Change in Tax Law; provided that, notwithstanding 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, with respect to such conversion. Subject to the applicable procedures of DTC in the case of Global Notes, a Holder electing to not have its Notes redeemed must deliver to the Company, with a copy to the 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 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 a 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, if the Company fail to pay the Redemption Price on the Tax Redemption Date, such later date on which the Company pays the Redemption Price). If no election is made, the Holder shall have its Notes redeemed without any further action.
Appears in 1 contract
Sources: Indenture (iQIYI, Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereofThe Notes, 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 at any time before and from time to time prior to March 1, 2030 (the “Par Call Date, Notes shall ”) will be redeemable, in whole or in part, redeemable at the Company’s option, option at a Redemption Price redemption price equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed; and (ii) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) from the redemption date to the Par Call Date, discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, plus 35 basis points, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such Notes.
(c) redemption date of the Notes to be redeemed. At any time and from time to time on or after the Par Call Date, Notes shall be redeemablethe Company may redeem the Notes, in whole or in part, at the Company’s electionits option, 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 includingexcluding, the Redemption redemption date of the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date for such Notesto the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture.
(db) On Notice of any redemption will be mailed (or, in the case of Global Securities, delivered 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 the Notes to be redeemed (which notice, so long as the Notes are represented by a Global Security, will be given to the Depositary (or its nominee) or a successor depositary (or its nominee)). Unless the Company defaults in payment of the redemption price, on and after any Redemption Date for the Notesredemption date, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of by lot by the Depositary; provided, howeverin the case of Notes represented by a Global Security, that in no event shall Notes of or by the Trustee by 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 method the Redemption Date to each Holder of the Notes Trustee deems 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 givenfair and appropriate, 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 case of 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 that are not including, the Redemption Daterepresented by a Global Security.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, 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 the Company shall pay an Optional Redemption Price equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes of such series to be redeemed or redeemed, and 6 (ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day 30‑day months) using a discount rate equal to the Treasury Rate plus 35 10 basis points, plus, points in the case of the 2026 Notes, 15 basis points in the case of the 2029 Notes and 15 basis points in the case of the 2034 Notes; plus, in each of clause (i) or (ii)case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time on or Date. On and after the their applicable Par Call Date, the Notes of any series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price.
(c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the applicable Optional Redemption Date for any series of the Notes, interest will 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 accrued and unpaid interest, if any. On or before the relevant Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date 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 selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the procedures case of definitive securities, in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(e) Notice of any optional redemption shall be electronically delivered or mailed transmitted at least 15 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 state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall (subject to the satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, The 2018 Notes shall be are redeemable, in whole or in part, at the Company’s optionoption of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of of: (i) 100% of the aggregate principal amount of the 2018 Notes to be redeemed redeemed; or (ii) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest (at the interest rate in effect on the date of calculation of the Redemption Price) on the 2018 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the applicable Treasury Rate Yield plus 35 25 basis points, ; plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such NotesDate.
(cb) Prior to October 15, 2025 (the “2026 Notes Early Call Date”), the 2026 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2026 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the interest rate in effect on the date of calculation of the Redemption Price) on the 2026 Notes to be redeemed that would be due after the related Redemption Date if such 2026 Notes matured on the 2026 Notes Early Call Date but for such redemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 40 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any time on or after the Par 2026 Notes Early Call Date, the 2026 Notes shall be are redeemable, at the option of the Partnership, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the 2026 Notes to be redeemed, redeemed plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date.
(c) Prior to June 15, 2045 (the “2045 Notes Early Call Date”), the 2045 Notes are redeemable, at the option of the Partnership, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the 2045 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the interest rate in effect on the date of calculation of the Redemption Price) on the 2045 Notes to be redeemed that would be due after the related Redemption Date if such 2045 Notes matured on the 2045 Notes Early Call Date but for such Notesredemption (exclusive of interest accrued to, but excluding, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 45 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any time on or after the 2045 Notes Early Call Date, the 2045 Notes are redeemable, at the option of the Partnership, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the 2045 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date.
(d) On The actual Redemption Price, determined as provided in Sections 4.1(a), 4.1(b) and after any Redemption Date for the Notes4.1(c), interest will cease shall be calculated and certified to accrue on 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 the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay and the Redemption Price of Partnership by the Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partIndependent Investment Banker.
(e) Notice of any redemption The Partnership shall be electronically delivered have no obligation to redeem, purchase or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of repay 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 any mandatory redemption, sinking fund or analogous provisions or 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) option of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Datea Holder thereof.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Energy Transfer Partners, L.P.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 XI of the Base Indenture, as supplemented by the provisions of this Sixth Second Supplemental Indenture, shall apply to the Notes.
(b) At any time before the 2023 Par Call Date, the 2023 Notes 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 redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable 2023 Notes to be redeemed or and (ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of such 2023 Notes, discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 25 basis points, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date redemption date for such 2023 Notes.
(c) At . The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any time on such determination made by the Company. On or after the 2023 Par Call Date, the 2023 Notes shall be redeemable, in as a whole at any time or from time to time in part, at the Company’s electionoption, at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the applicable Notes to be redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date redemption date for such Notes.
(c) At any time before the 2028 Par Call Date, the 2028 Notes shall be redeemable, 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 (i) 100% of the aggregate principal amount of the applicable 2028 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments of such 2028 Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 30 basis points, plus accrued and unpaid interest thereon to, but excluding, the redemption date for such 2028 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. On or after the 2028 Par Call Date, the 2028 Notes shall be redeemable, 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 accrued and unpaid interest thereon to, but excluding, the redemption date for such Notes.
(d) Notwithstanding Section 4.01(b) and Section 4.01(c) above, installments of interest on a series of Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of such Notes of the applicable series and the Indenture.
(e) On and after any Redemption Date the redemption date for the NotesNotes of the applicable series, interest will shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price 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 (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 pro rata or by lot or by such other method as the Trustee shall deem fair and appropriate (including, in the case of Notes represented by a Global Note, 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 Notes of a principal amount of $2,000 or less be redeemed in part.
(ef) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date redemption date to each Holder of the Notes of the applicable series to be redeemedredeemed (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 redemption price (if known) or the formula pursuant to which the Redemption Price redemption price is to be determined if the Redemption Price redemption price cannot be determined at the time the notice is given. If the Redemption Price redemption price cannot be determined at the time such notice is to be given, the actual Redemption Priceredemption price, calculated as described above in clause (bSection 4.01(b) or (c) of this and Section 4.014.01(c), as applicable, shall be set forth in an Officers’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Dateredemption 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 redemption date and at the applicable Redemption Priceredemption price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Dateredemption date. A notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent.
Appears in 1 contract
Sources: Second Supplemental Indenture (Marvell Technology, 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time prior to January 24, 2030, the Par Call Date, Notes Securities of this series shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed redeemed, or (ii) as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were January 24, 2030, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate plus 35 30 basis points; in each case, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall . The Securities will be redeemable, redeemable in whole or in part, at the Company’s electionoption, at any time and from time to time on or after January 24, 2030, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be Securities being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not includingless than 30 days nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. On and after the Redemption Date for such Notes.
(d) On and after the Securities or any Redemption Date portion thereof called for the Notesredemption, as applicable, interest will shall cease to accrue on Notes 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 relevant Redemption Date for the Notessuch 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 the Notes such Securities to be redeemed on such 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 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 in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, that in no event shall Notes Securities of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) Subject to Section 1.02 hereof, The Notes are redeemable at 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 before the Par Call Date, Notes shall be redeemableIssuers’ election, in whole or in partpart at any time prior to their Stated Maturity.
(a) The redemption price for the Notes that are redeemed before November 15, at the Company’s option, at a Redemption Price 2030 will be equal to the greater of (i) of:
ARTICLE 1. 100% of the aggregate principal amount of the Notes to be redeemed or (ii) redeemed; or
ARTICLE 2. as determined by an Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate Rate, plus 35 50 basis points, plus, in either of the case of each of clause (i) or (ii)above cases, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time date of redemption on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of 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 thereon to, but not including, the Redemption Date for date of redemption on the Notes to be redeemed. Any such Notes.
redemption may, at the discretion of the Issuers, be subject to one or more conditions precedent, including a Change of Control. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, shall state that, in the discretion of the Issuers, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (d) On 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 after such notice may be rescinded in the event that any Redemption Date for or all such conditions shall not have been satisfied or waived by the Notesdate of redemption, or by the date of redemption as so delayed. Unless the Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateredemption date.
Appears in 1 contract
Sources: Indenture (Wynn Resorts LTD)
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 before and from time to time prior to December 15, 2027, the Par Call Date, Notes Securities of this series shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed redeemed, or (ii) as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were December 15, 2027, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate plus 35 20 basis points; in each case, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall . The Securities will be redeemable, redeemable in whole or in part, at the Company’s electionoption, at any time and from time to time on or after December 15, 2027, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be Securities being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not includingless than 30 days nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. On and after the Redemption Date for such Notes.
(d) On and after the Securities or any Redemption Date portion thereof called for the Notesredemption, as applicable, interest will shall cease to accrue on Notes 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 relevant Redemption Date for the Notessuch 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 the Notes such Securities to be redeemed on such 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 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 in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, that in no event shall Notes Securities of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 10 of the Base IndentureIndenture shall be applicable to the Notes, as supplemented by subject to the provisions of this Sixth Supplemental Indenture, shall apply to the NotesSection 2.06.
(b) At any time before The Company may, at its option, redeem the Par Call Date, Notes shall be redeemableNotes, in whole or in part, at any time and from time to time prior to June 15, 2027 (the Company’s optiondate that is 1 month prior to the Stated Maturity of the principal of the Notes) (the “Par Call Date”), at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i1) 100% of the aggregate principal amount of the Notes to be redeemed or (iia) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 30 basis points, less (b) interest accrued to the Redemption Date, and (2) 100% of the principal amount of Notes to be redeemed, plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but not includingexcluding, the Redemption Date for such Notes.
(c) At subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any time Interest Payment Date that is on or prior to the Redemption Date). On or after the Par Call Date, Notes shall be redeemablethe Company may redeem the Notes, in whole or in part, at the Company’s electionany time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon interest, if any, on the Notes being redeemed to, but not includingexcluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The Company shall give the Trustee written notice of the Redemption Price with respect to any redemption pursuant to this clause (b) promptly after the calculation thereof and the Trustee shall have no responsibility for such Notescalculation.
(c) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(d) On and after Notice of any Redemption Date for the Notes, interest redemption will cease to accrue on Notes be mailed or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On electronically delivered (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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected otherwise transmitted 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’s procedures) Notice of any redemption shall be electronically delivered or mailed at least 15 10 days but not more than 60 days before the Redemption Date to each Holder holder of the Notes to be redeemed. Such Any redemption or notice shall state the Redemption Price (if known) or the formula thereof pursuant to which this Section 2.06 may, at the Redemption Price Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness or other transaction or event. For so long as the Notes are held by The Depository Trust Company (or another Depositary), the Company will not be responsible for giving notice to anyone other than the Depositary.
(e) 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 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 determined if the Redemption Price cannot be determined at the time redeemed in part only, the notice is given. If of redemption that relates to such Note will state the Redemption Price cannot be determined at portion of the time principal amount of such notice is Note to be givenredeemed. A new Note in a principal amount equal to the unredeemed portion of such Note will be issued in the name of the holder of such Note upon surrender for cancellation of the original Note. For so long as the Notes are held by The Depository Trust Company (or another Depositary), the actual redemption of such Notes shall be done in accordance with the policies and procedures of the Depositary.
(f) Unless the Company defaults in payment of the 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 on and payable on after the Redemption Date and at interest will cease to accrue on the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateNotes or portions thereof called for redemption.
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Company shall have the right to redeem at its option the Notes shall be redeemableof 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 the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 20 basis points, plus, in the case of each the 2027 Notes, and 25 basis points, in the case of clause (i) or (ii)the 2047 Notes; plus, in addition to such Optional Redemption Price, accrued and unpaid interest thereon on the Notes being redeemed, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. In addition, on or and after the applicable Par Call Date, the Notes of each series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price.
(c) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to any Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the applicable Optional Redemption Date for the any series of Notes, interest will 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 accrued and unpaid interest, if any. On or before the relevant Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date 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 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 procedures case of the Depositary; provided, however, that in no event shall Notes of definitive securities on a principal amount of $2,000 or less be redeemed in partpro rata basis.
(e) Notice of any optional redemption shall be electronically delivered or mailed 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 state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Seventeenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Three of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.03.
(b) At any time before the Par Call Date, The 2017 Notes shall be redeemable, redeemable in whole or in partpart at any time prior to their maturity date, and the 2022 Notes shall be redeemable in whole or in part at any time prior to September 15, 2022, in each case at the Company’s option. Upon redemption of any Notes pursuant to this Section 1.03(b), at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the 2017 Notes or the 2022 Notes to be redeemed, as the case may be, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 25 basis pointspoints in the case of the 2017 Notes and 30 basis points in the case of the 2022 Notes, plus, in the case of addition to such Optional Redemption Price, in each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(c) At The 2022 Notes shall be redeemable in whole or in part at any time on or after the Par Call DateSeptember 15, Notes shall be redeemable, in whole or in part, 2022 and prior to their maturity date at the Company’s electionoption. Upon redemption of the 2022 Notes pursuant to this Section 1.03(c), at a the Company shall pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the 2022 Notes to be redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such Notes2022 Notes registered as such at the close of business on the applicable record date pursuant to the 2022 Notes and the Indenture.
(d) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, paying agent funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest, if any. If less than all of the Notes are to be redeemed, the Notes to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(e) Notice of any optional redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Optional Redemption Date to each Holder 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 state be provided in accordance with Section 3.02 of the Redemption Price (if known) or Base Indenture; provided that, in lieu of mailing, notices may be electronically delivered to Holders of the formula pursuant to which Notes at their last electronic mailing addresses as they shall appear upon the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is givenSecurity Register. 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofThe Company may, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply subject to the BMA Redemption Requirements, redeem the Notes.
(b) , at any time or from time to time, either in whole or in part. At any time before prior to the Par Call Date, Notes the redemption price to be paid by the Company shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or and (ii) as determined by the Independent Investment Banker, the sum of the present values of the Remaining Scheduled Payments, remaining principal amount and scheduled payments of interest on the Notes to be redeemed (excluding interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (at the Treasury Rate plus 50 basis points. The redemption price will be calculated by the Company assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal . In addition, at any time or from time to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, the Company may, subject to the BMA Redemption Requirements, redeem the Notes shall be redeemable, either 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 being redeemed.
(a) In addition to be redeemedthe redemption price, plus the Company will pay accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before , on the relevant Redemption Date for the NotesNotes to, but excluding, 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(eb) Notice The Company will provide notice of any redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to the Trustee and each Holder of the Notes to be redeemed, in accordance with the provisions of Section 3.04 and Section 10.02 of this Indenture. Such Each such notice shall state specify the Redemption Price date fixed for redemption, the places of redemption and the redemption price at which such Notes are to be redeemed (if known) or the formula pursuant to which manner of calculating such redemption price if not then determinable), and shall state that payment of the Redemption Price is redemption price of such Notes or portion thereof to be determined if the Redemption Price cannot redeemed will be determined made on surrender of such Notes 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 places of redemption.
(c) Unless the Company defaults in payment of this Section 4.01the redemption price, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to on and after the Redemption Date. Notice , interest will cease to accrue on the Notes or portions of redemption having been given as provided in the Indenture, the Notes called for redemption.
(d) If fewer than all of the Notes are to be redeemed at any time, the particular Notes to be redeemed shall be selected, from the outstanding Notes not previously called for redemption, in accordance with the applicable rules and procedures of the Depositary, in the case of Notes in the form of Global Notes, or, otherwise, pro rata by lot or by such other method as the Trustee shall deem fair and appropriate.
(e) If any Note is to be redeemed in part only, the notice of redemption shall become due that relates to that Note must state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued (or transferred through a book-entry system) in the name of the Holder thereof upon cancellation of the original Note. If less than all of the outstanding Notes are to be redeemed, the Notes to be redeemed will be selected in principal amounts of U.S. $200,000 and payable integral multiples of U.S. $1,000 in excess thereof.
(f) Payment of principal on the date of maturity will not be subject to the BMA Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateRequirements.
Appears in 1 contract
Sources: Indenture (Watford Holdings Ltd.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Notes of either series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes of either series, at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Treasury Rate Comparable Bond Rate, plus 35 20 basis points, plus, in the case of the 2026 Notes, and 25 basis points, in the case of the 2034 Notes; plus, in each of clause (i) or (ii)case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon on the Notes being redeemed, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time on or Date. On and after the applicable Par Call Date, the Notes of either series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date.
(c) Notwithstanding the foregoing, installments of interest on either series of Notes whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the applicable Optional Redemption Date for the either series of Notes, interest will 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 accrued interestand unpaid interest and Additional Amounts, if any. On or before No later than 10:00 a.m. London time on the relevant Business Day prior to the Optional Redemption Date for the Notesany 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 Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date date fixed for redemption shall be an Interest Payment Date) accrued interestand unpaid interest and Additional Amounts, if any. If less than all of the Notes of either series are to be redeemed, the Notes to be redeemed shall be selected selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the procedures case of definitive securities in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(e) Notice of any optional redemption shall be electronically delivered or mailed transmitted at least 15 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). A notice of redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Optional Redemption Date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Optional Redemption Date (including as it may be postponed). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall (subject to the satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 The Company may redeem any series of the Base Indenture2030 Notes and the 2045 Notes, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply at any time prior to the Notes.
(b) At any time before the applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.and
(dii) On and after any Redemption Date for the Notessum, interest will cease to accrue on Notes or any portion thereof called for redemptionas determined by a Quotation Agent, 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 present values of the Remaining Scheduled Payments of principal and interest on the Notes of such series to be redeemed on (excluding any portion of such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) payments of interest accrued interest, if any. If less than all as of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and assuming that such Notes matured on the applicable Par Call Date), discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL(ICMA)) at the applicable Redemption PriceComparable Bond Rate, plus 15 basis points, in the case of the 2030 Notes and 20 basis points, in the case of the 2045 Notes; plus, in each case, accrued and unpaid interest, if any, to, but not including, the Redemption Date.
(b) At any time on and after the applicable Par Call Date, the Company may redeem each series of the 2030 Notes and the 2045 Notes at the Company’s option, in whole or in part, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date.
(c) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, in the case of any redemption at the election of the Company, the Company shall, at least 10 days prior to the date on which the Company mails the notice of redemption to each holder (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and the Paying Agent of the applicable Redemption Date, of the principal amount of Notes of such series to be redeemed and, if applicable, of the tenor of the Notes to be redeemed.
(d) Notwithstanding anything to the contrary in the Base Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture or the Fifth Supplemental Indenture, (i) notice of redemption shall be delivered not less than 10 nor more than 60 days prior to the applicable Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Security Register and (ii) an Officers’ Certificate specifying the actual redemption price shall be sent to the Trustee no later than two Business Days prior to the Redemption Date. A notice of redemption may, at the discretion of the Company, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction, provided that if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be postponed until up to 60 days following the notice of redemption, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date (including as it may be postponed).
(e) Notes may be redeemed in part in the minimum authorized denomination or in any integral multiple of such amount.
(f) For purposes of this Section 3.01, the following definitions are applicable:
Appears in 1 contract
Optional Redemption. (a) Subject The Company shall have the option to redeem the Notes pursuant to this Section 1.02 hereof2.9 at any time, the provisions in whole or in part (or any portion thereof equal to $1,000,000 or any integral multiple of Article 11 $1,000,000 in excess thereof), upon 30 days’ prior written notice, at a redemption price in cash equal to 100% of the Base Indentureprincipal amount of the Notes (the “ Redemption Price ”) to be redeemed together with accrued and unpaid interest, as supplemented by if any, on the provisions principal amount of this Sixth Supplemental Indenture, shall apply the Notes redeemed to the NotesRedemption Date.
(b) At any time least 30 days before the Par Call a Redemption Date, the Company shall deliver a notice of redemption to each Holder of Notes shall to be redeemable, in whole or in part, redeemed at such Holder’s address on the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of books. The notice shall identify the Notes to be redeemed or and shall state:
(ii1) the sum of Redemption Date;
(2) the present values of the Remaining Scheduled Payments, discounted Redemption Price;
(3) that Notes called for redemption must be presented and surrendered to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Company to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, collect the Redemption Date for such Notes.Price;
(c4) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.[INTENTIONALLY OMITTED];
(d5) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemptionthat, 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 the Holder shall be to receive payment of the Redemption Price and plus 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 up to pay but not including the Redemption Price 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 on such and that, after the Redemption Date, upon presentation and (except if the Redemption Date shall be an Interest Payment Date) accrued interestsurrender of such Note, if any. If less than all of the a new Note or Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a aggregate principal amount of $2,000 or less equal to the unredeemed portion thereof will be redeemed in partissued.
(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 Once notice of redemption having been given as provided in the Indentureis mailed, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption PricePrice stated in the notice, plus together with accrued and unpaid interest, if any. Upon presentation and surrender to the Company, toNotes called for redemption shall be paid at the Redemption Price, plus accrued interest up to but not including, including the Redemption Date.
Appears in 1 contract
Sources: Senior Secured Note Purchase Agreement (Focus Enhancements Inc)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Third Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Par Call Date, The Notes shall be redeemable, redeemable in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes prior to March 15, at a 2027, the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 20 basis points, plus, in the case of each of clause (i) or (ii), addition to such Optional Redemption Price accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. Upon redemption of the Notes on or after March 15, 2027, the Par Call Date, Notes Company shall be redeemable, in whole or in part, at the Company’s election, at a 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 interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Securityholders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(dc) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 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 be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase 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) of this Section 4.01, as applicable), shall be set forth in an Officers’ 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 shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofOn or after the applicable Par Call Date, the provisions of Article 11 Company may redeem the Notes, at its option, at any time in whole, or from time to time in part, at a Redemption Price equal to 100% of the Base Indentureprincipal amount of the Notes to be redeemed, as supplemented by plus accrued and unpaid interest on such principal amount being redeemed to, but excluding, the provisions of this Sixth Supplemental Indenture, shall apply to the NotesOptional Redemption Date.
(b) At any time before Prior to the applicable Par Call Date, Notes shall be redeemablethe Company may redeem the Notes, at its option, at any time in whole whole, or from time to time in part, at the Company’s option, at a Redemption Price equal to the greater of (i1) 100% of the aggregate principal amount of the Notes to be redeemed or and (ii2) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on such Notes to be redeemed, exclusive of interest accrued to the Optional Redemption Date, assuming that the Notes to be redeemed matured on the applicable Par Call Date, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the applicable Treasury Rate plus 35 12.5 basis pointspoints in the case of the 2029 Notes and 20 basis points in the case of the 2049 Notes, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon on such principal amount being redeemed to, but not includingexcluding, the Optional Redemption Date for such NotesDate.
(c) At any time on or after the Par Call Date, Notes The Treasury Rate shall be redeemable, in whole or in part, at calculated on the Company’s election, at a third Business Day preceding the Optional Redemption Date. The Company shall calculate the Redemption Price equal with respect to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued in accordance with the terms and unpaid interest thereon to, but not including, the Redemption Date for such Notesprovisions of this Indenture.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant any Optional Redemption Date for the Notes, the Company shall will deposit with the Trustee or a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price of the and accrued and unpaid interest on such Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if anydate. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed Trustee shall be selected select in accordance with the procedures of DTC (or in accordance with such other method that the Depositary; providedTrustee deems appropriate if such Notes are then in certificated form), however, that in no event shall not more than 60 days prior to the Optional Redemption Date the Notes of a principal amount such series or portions Notes of such series to be redeemed. The Trustee may select for redemption Notes and portions of Notes in amounts of $2,000 or less 1,000 and integral multiples of $1,000 in excess thereof, provided that the unredeemed portion of any Note to be redeemed in part will not be less than $2,000, and shall thereafter promptly notify the Company in writing of the numbers of Notes to be redeemed, in whole or in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least not less than 15 days but not nor more than 60 days before prior to the Optional Redemption Date Date, to each Holder of the such series of Notes to be redeemed, at his address appearing in the Security Register. Such 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 discretion, be given subject to 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 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 describe each such condition, and such notice is to may be given, rescinded in the actual Redemption Price, calculated as described above in clause (b) event that any or (c) of this Section 4.01, as applicable, all such conditions shall be set forth in an Officers’ Certificate delivered to not have been satisfied or otherwise waived by the Trustee no later than two Business Days prior to the Optional Redemption Date. Notice 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 having been given as is mailed or sent, subject to the satisfaction of any conditions precedent provided in the Indenturenotice of redemption, the Notes called for redemption shall will become due and payable on the Optional Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (ai) Subject The Series 2020A Bonds are subject to Section 1.02 hereof, redemption prior to maturity at the provisions of Article 11 option of the Base IndentureAuthority as a whole or in part (in accordance with procedures of DTC, so long as DTC or Cede & Co., as supplemented its nominee, is the Owner, and otherwise by lot in such manner as the provisions of this Sixth Supplemental IndentureTrustee in its discretion deems proper), shall apply on any Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the Notesprincipal amount thereof, without premium, plus accrued interest up to but not including the redemption date.
(bii) At 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 time before Business Day on and after January 1, 2031, subject to applicable notice, at a Redemption Price equal to the Par Call Dateprincipal amount thereof, Notes shall be redeemablewithout 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 partpart (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 the Company’s optionany time prior to January 1, 2031, at a Redemption Price equal to the greater of of:
(iA) 100% of the aggregate principal amount of the Notes Series 2020B Bonds to be redeemed or redeemed; or
(iiB) the sum of the present values value of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest to the stated maturity date of such Series 2020B Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date on which such Series 2020B Bonds are to be redeemed, discounted to 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) using a discount rate equal to , at the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or 10 basis points for the Series 2020B Bonds maturing on January 1 in the years 2022 through 2025, (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date 15 basis points for the Notes, interest will cease to accrue Series 2020B Bonds maturing on Notes or any portion thereof called for redemption, unless the Company defaults January 1 in the payment of the Redemption Price and accrued interestyears 2026 through 2030, if any. On or before the relevant Redemption Date (iii) 20 basis points for the Notes, Series 2020B Bonds maturing on January 1 in 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 Dateyears 2031 and 2032, and (except if iv) 25 basis points for the Redemption Date shall be an Interest Payment Date) accrued interestSeries 2020B Bonds maturing on January 1, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.2033,
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions Issuer has the right, but not the obligation, to: (i) redeem a Series or Class of Article 11 Term Notes in whole or in part (so long as, in the case of any 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 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, as supplemented by until the provisions 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 Sixth Supplemental Indenture, shall apply to Base Indenture and the Notesrelated Indenture Supplement.
(b) At Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any time before Class of VFNs has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Par Call DateNoteholder 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 redeemablesubject 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 of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, 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 aggregate 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 to be redeemed 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 the Issuer) and (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to 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) using a discount rate equal to the Treasury Rate plus 35 basis points, 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 Variable Funding Notes.
(cf) At Notwithstanding any time on or after other provision of this Base Indenture, the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% early redemption rights 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 the Notes, interest will cease to accrue on 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 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be Issuer 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 this Section 13.1 are in the Indentureaddition to, the Notes called for redemption shall become due Issuer’s rights set forth in Section 2.01(b)(ii) to remove as Collateral the Participation Certificates and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateMortgage Pools.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofThe Company may, the provisions of Article 11 of the Base Indentureat its option, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to redeem the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or but not in part, at following the Company’s option, at occurrence and during the continuance of a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s electionTax Event, at a Redemption Price equal to 100% of the aggregate principal amount thereof plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, that, in order to make such election, the Company must deliver a notice of redemption specifying the Redemption Date, which must be within 90 days after the occurrence of a Tax Event with respect to the Notes (any such redemption, a “Tax Event Redemption”).
(b) The Company may, at its option, redeem the Notes, in whole but not in part, following the occurrence and during the continuance of a Rating Agency Event, at a Redemption Price equal to 102% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, that, in order to make such election, the Company must deliver a notice of redemption specifying the Redemption Date, which must be within 90 days after the occurrence of a Rating Agency Event with respect to the Notes (any such redemption, a “Rating Agency Event Redemption” and, together with any Tax Event Redemption, a “Special Event Redemption”).
(c) The Company may, at its option, redeem the Notes, in whole or in part, (i) on any day in the period commencing on the date falling 90 days prior to be redeemedthe First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date, in each case, at a Redemption Price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon to, but not including, the Redemption Date for (any such Notesredemption, a “Simple Redemption” and, together with any Special Event Redemption, an “Optional Redemption”).
(d) On Notwithstanding anything to the contrary in this Section 16.01, installments of interest on the Notes that are due and after payable on any Interest Payment Date falling on or prior to a Redemption Date for the Notes, interest Notes will cease be payable on that Interest Payment Date to accrue on Notes or any portion the registered Holders thereof called for redemption, unless the Company defaults in the payment as of the Redemption Price close of business on the Regular Record Date according to the terms of the Notes and accrued interestthis Indenture, except that, if any. On or before the relevant Redemption Date for any Note falls on any day during an Optional Deferral Period, accrued and unpaid interest (including, to the Notesextent permitted by applicable law, any Compound Interest) on such Note will be paid on such Redemption Date to the Company shall deposit with the Trustee or a Paying Agent, funds sufficient persons entitled to pay receive the Redemption Price of such Note. For the Notes to be redeemed on such Redemption Dateavoidance of doubt, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all Date falling immediately after the last day of the Notes are to be redeemed, the Notes to be redeemed an Optional Deferral Period 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 deemed to fall on a day during such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateOptional Deferral Period.
Appears in 1 contract
Sources: Indenture (TXNM Energy Inc)
Optional Redemption. (a1) Subject On any Business Day during a Daily Rate Period or a Weekly Rate Period for Bonds of any Series, and on the day after the last day of any such Rate Period, such Bonds shall be subject to Section 1.02 hereofredemption by the Issuer, at the provisions of Article 11 written direction of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply Borrower to the Notes.
(b) At any time before Issuer and the Par Call Date, Notes shall be redeemableTrustee, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate their principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Paymentsamount, discounted plus accrued interest, if any, to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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 Notesredemption date.
(c2) At On the day succeeding the last day of any time on or after the Par Call DateFlexible Segment with respect to Bonds of any Series, Notes such Bonds shall be redeemablesubject to redemption by the Issuer, 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 Company’s electionredemption date.
(3) During any Term Rate Period for Bonds of any Series, such 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 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 authorized or 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 for Bonds of any Series, such 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 aggregate principal amount of the Notes to be redeemed, thereof plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before , to the relevant Redemption Date for the Notes, the Company shall deposit with redemption date upon receipt by the Trustee or of a Paying Agent, funds sufficient to pay written notice from the Redemption Price Borrower stating that any of the Notes following events has occurred and that it therefore intends to be redeemed on such Redemption Date, 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:
(except if the Redemption Date shall be an Interest Payment Datea) accrued interest, if any. If less than all or substantially all of the Notes are to be redeemed, the Notes to be redeemed Project shall be selected in accordance with damaged or destroyed and it is not practicable or desirable to rebuild, repair and restore the procedures Project;
(b) all or substantially all of the DepositaryProject shall be condemned or such use or control thereof shall be taken by eminent domain so as to render the Project unsatisfactory for continued operation;
(c) unreasonable burdens or excessive liabilities shall be imposed upon the Issuer or the Borrower with respect to the Project or the operation thereof;
(d) 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 Project for the purposes contemplated by the Agreement shall have occurred or technological changes that cannot reasonably be overcome shall have occurred which, in the judgment of the Borrower, render the continued operation of the Project uneconomic; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.or
(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 legal curtailment of the Notes to be redeemed. Such notice use and occupancy of all or substantially all of the Project for any reason, which curtailment shall state prevent 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 carrying on of normal operations 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) Project for a period of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Datethree consecutive months.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, The Issuer may redeem 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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), using a discount rate equal to the Treasury Rate plus 35 5 basis pointspoints (such sum to be calculated as set forth in the Indenture), 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) At any time Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at prior to a Redemption Price equal Date will be payable on the Interest Payment Date to 100% the registered Holders as of the aggregate principal amount close of business on the relevant Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) Depositary. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company Issuer 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 Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event 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 set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes 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 not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject Prior to Section 1.02 hereofthe applicable Par Call Date (as defined below), the provisions of Article 11 2030 Notes and the 2033 Notes shall be redeemable, in each case, in whole or in part, at the option of the Base IndentureCompany at any time and from time to time, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply at a redemption price equal to the Notes.greater of:
(b1) At 100% of the principal amount of the Notes of such series to be redeemed, and
(2) the sum of the present values of the Remaining Scheduled Payments of principal and interest on the Notes of such series to be redeemed (not including any time before portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ACTUAL (ICMA)) at the applicable Comparable Government Bond Rate (as defined below) plus 30 basis points, in the case of the 2030 Notes, and 35 basis points, in the case of the 2033 Notes, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of redemption. On or after the applicable Par Call Date, the 2030 Notes and the 2033 Notes shall be redeemable, in whole or in part, at the option of the Company’s option, at any time and from time to time, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes 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 of such series to be redeemed, plus accrued and unpaid interest thereon on the principal amount being redeemed to, but not includingexcluding, the Redemption Date for date of redemption. In addition to complying with the provisions of Section 12.02 under the Base Indenture, any notice of redemption may, at the Company’s discretion, be subject to the satisfaction or waiver of one or more conditions precedent and such Notes.
(d) On notice shall state the nature of such conditions precedent and, if applicable, state that the redemption date may be delayed until the conditions are satisfied or that, if the conditions are not satisfied, such redemption may not occur and after any Redemption Date for the Notesnotice may be rescinded. If less than all of the Notes of a series are to be redeemed, interest will cease the Notes of such series shall be selected by the Trustee or Paying Agent by such method the Trustee deems to accrue on Notes or any portion thereof called for redemption, unless be fair and appropriate in accordance with applicable Depositary procedures. Unless the Company defaults in the payment of the Redemption Price redemption price, on and accrued interestafter the redemption date, if anyinterest shall cease to accrue on the series of Notes or portions thereof called for redemption, subject to the satisfaction or waiver of any conditions precedent specified in the related notice of redemption. On or before The Company’s actions and determinations in determining 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 (except if the Redemption Date redemption price shall be an Interest Payment Date) accrued interestconclusive and binding for all purposes, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partabsent manifest error.
(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) For purposes of this Section 4.01, as the following definitions are 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 not including, the Redemption Date.:
Appears in 1 contract
Sources: Second Supplemental Indenture (Warner Bros. Discovery, 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before prior to April 15, 2025, the Par Call Date, Notes shall be redeemable, in whole Company may on any one or in part, at the Company’s option, at a Redemption Price equal more occasions redeem up to the greater of (i) 10040% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted calculated after giving effect to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting issuance of twelve 30-day monthsany Additional Notes) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, issued under this Indenture at a Redemption Price redemption price equal to 100107.000% 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 the Notes, interest will cease to accrue on 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 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the net cash proceeds of an Equity Offering; provided that:
(1) at least 50% of the aggregate principal amount of Notes issued under this Indenture (including any Additional Notes, but excluding Notes held by the Company, any direct or indirect parent of the Company or any of the Company’s Subsidiaries) remain outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to April 15, 2025, the Company may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption, subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. Promptly after the calculation of the redemption price under this clause (b), the Company shall give the Trustee notice thereof.
(c) [Reserved].
(d) On or after April 15, 2025, the Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the 12-month period beginning on April 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2025 103.500% 2026 101.750% 2027 and thereafter 100.000% Additionally, at any time and from time to time during the 24 month period following the Issue Date, the Company will be entitled at its option to redeem up to 10% of the aggregate principal amount of the Notes (including any Additional Notes) during each twelve month period beginning on the Issue Date at a redemption price equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to but excluding the applicable date of redemption(subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
(e) Notwithstanding the foregoing, in connection with any tender offer, Change of Control Offer, or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such offer and the Company, or any third party making such offer in lieu of the Company, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Company or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each other Holder in such offer (which may be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but not excluding, the applicable date of redemption, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the applicable date of redemption.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Any redemption of Notes (including with net cash proceeds of an Equity Offering) pursuant to this Section 3.07 may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Redemption Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the redemption date, or by the redemption date so delayed. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. If any such condition precedent has not been satisfied, the Company shall provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date. 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.
(g) If any redemption pursuant to this Section 3.07 shall occur on or after an interest record date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders of the Notes which are redeemed.
Appears in 1 contract
Sources: Indenture (Adient PLC)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Three of the Base Indenture, as supplemented amended by the provisions of this Sixth Twelfth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before and from time to time prior to the Par Call Date, Notes the Company shall be redeemablehave the right 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 the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 25 basis points, points plus, in the case of each of clause (i) or (ii)addition to such Optional Redemption Price, accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. In addition, on or after the Par Call Date, the Notes shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s election, option at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price.
(c) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Securityholders of such NotesNotes 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 any the Optional Redemption Date for the Notes, interest will 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 relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(e) Notice of any optional redemption shall be electronically delivered or 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 date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Twelfth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject Prior to Section 1.02 hereofthe applicable Par Call Date (or, in the case of the 2025 Notes, the provisions of Article 11 Stated Maturity Date of the Base Indenture2025 Notes), as supplemented by the provisions Company may redeem the Notes of this Sixth Supplemental Indenture, shall apply to the Notes.any series at its
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (iia) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date (or, in the case of the 2025 Notes, the Stated Maturity Date of the 2025 Notes)) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 basis pointsthe number of Make-Whole Basis Points for the applicable series of Notes less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, to the Redemption Date for such NotesDate.
(cb) At any time on On or after the applicable Par Call Date, the Company may redeem the 2034 Notes shall be redeemableor the 2054 Notes, in whole or in part, at the Company’s electionany time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of the such series of Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon to, but not including, to the Redemption Date Date.
(c) The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for such Notesall purposes, absent manifest error.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be mailed or electronically delivered (or mailed otherwise transmitted in accordance with the Applicable Procedures in accordance with Section 1104 of the Base Indenture) at least 15 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state If less than all of the Redemption Price (if known) or the formula pursuant to which the Redemption Price is Notes then Outstanding of any series are to be determined if redeemed, the Redemption Price cannot be determined at Trustee will select the time particular Notes or portions thereof in accordance with Section 1103 of the notice is givenBase Indenture. If the Redemption Price cannot be determined at Date is on or after a Record Date and on or before the time such notice is to be givenrelated Interest Payment Date, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes are subject to redemption by the Company. Unless the Company defaults in payment of the Redemption Price, interest will cease to accrue on the Notes or portion of the Notes called for redemption on and after the applicable Redemption Date. On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Redemption Price of the Notes to be redeemed on that date.
(e) In the case of a partial redemption, selection of the Notes for redemption will be made pro rata, by lot or, in each case, in accordance with the policies and procedures of the applicable depositary. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to 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 will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC and its participants, including Euroclear and Clearstream (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the applicable depositary.
(f) Any notice of redemption of the Notes may, at the Company’s discretion, be subject to one or more conditions precedent with respect to completion of a corporate transaction (including, but not limited to, any merger, acquisition, disposition, asset sale or corporate restructuring or reorganization) or financing (including, but not limited to, any incurrence of indebtedness (or entering into a commitment with respect thereto), sale and leaseback transaction, issuance of securities, equity offering or contribution, liability management transaction or other capital raise) and may be given prior to the completion thereof. If a redemption is subject to satisfaction of one or more conditions precedent, the notice shall describe each condition, and the notice may be rescinded in the event that any or all of the conditions shall not have been satisfied by the Redemption Date. Any notice of redemption may provide that payment of the Redemption Price and the Company’s obligations with respect to the redemption may be performed by another Person.
(g) For the purposes of this Section, the terms below are defined as follows:
Appears in 1 contract
Optional Redemption. The Issuer may, at any time, at its option call for redemption of all (but not less than all) of the Notes then outstanding (including, without limitation, all Additional Notes), at a redemption price, paid as set forth below, equal to 101% of the Principal Amount of all of such Notes, plus accrued but unpaid interest thereon through the Redemption Date. Upon receiving the Issuer's notice of redemption, each Holder will be entitled to elect whether the redemption price due in respect of all of its Notes shall be paid in (a) Subject to Section 1.02 hereofcash, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
or (b) At any time before a number of Ordinary Shares based on the Par Call Conversion Price in existence on the Redemption Date, Notes shall be redeemableor (c) any combination of cash and Ordinary Shares based on the Conversion Price in existence on the Redemption Date. Where redemption is paid in cash, in whole or in partthe Issuer may, at the Company’s its option, at a Redemption Price notwithstanding anything herein to the contrary, pay the Principal Amount of such redemption in pounds sterling rather than Euro, provided that if it does so elect it shall pay an amount equal to the greater of (i) 100101.5% of the aggregate principal amount Principal Amount of the Notes to which the cash payment relates with the sterling amount calculated by applying the Euro Equivalent on the date that the cash payment is due. Each Holder will be redeemed or required to make the foregoing election, by completing, executing and returning to the Issuer, within ten (ii10) the sum Business Days of receipt, that portion of the present values Issuer's Notice of the Remaining Scheduled Payments, discounted Redemption which contains election instructions for each Holder with respect to its Notes. Subject to the next succeeding sentence, failure to timely return a Notice of Redemption Date on a semi-annual basis (assuming a 360-day year consisting shall be deemed an election to take cash. Notwithstanding any such election, each Holder will retain its right to convert some or all of twelve 30-day months) using a discount rate equal its Notes into Ordinary Shares, by exercising its Conversion Rights up to the Treasury Rate plus 35 basis points, plus, in the case close of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable business on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, Business Day preceding the Redemption Date.
Appears in 1 contract
Sources: Indenture (Jazztel PLC)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.4.
(b) At any time before the Par Call Date, The Notes shall be redeemable, redeemable in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes prior to the Par Call Date, at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled Payments, Payments of the Notes to be redeemed discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 40 basis points, plus, in the case of addition to such Optional Redemption Price, in each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. Upon redemption of the Notes on or after the Par Call Date, Notes the Company shall be redeemable, in whole or in part, at the Company’s election, at a pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(dc) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant 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 such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall in accordance with Section 3.2 of the Base Indenture.
(d) Notice of any redemption will be selected sent by first-class mail (or, in the case of Global Securities, 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.
(edepositary) Notice of any redemption shall be electronically delivered or mailed at least 15 days 30 but not more than 60 days before the Optional Redemption Date to each registered 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 be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.3 of 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 givenBase 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: First Supplemental Indenture (Trimble Navigation LTD /Ca/)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 3 of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Par Call Date, The Notes shall be redeemable, redeemable in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes prior to June 1, at a 2030, the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, plus, in the case of each of clause (i) or (ii), addition to such Optional Redemption Price accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. Upon redemption of the Notes on or after June 1, 2030, the Par Call Date, Notes Company shall be redeemable, in whole or in part, at the Company’s election, at a 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 interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, if the Redemption Date for such Notesis after a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Securities registered on the relevant record date, as specified by the Company in the notice to the Trustee pursuant to the Notes and the Indenture.
(dc) On and after any the Optional Redemption Date for the Notes, interest will 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 prior to the relevant Optional Redemption Date for the Notes(but not later than 11:00 a.m. New York City Time on such date), the Company shall deposit with the Trustee or a Paying Agent, funds Agent money sufficient to pay the Optional Redemption Price of the and accrued interest, if any, on all Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if anythat date. If less than all of the Notes are to be redeemed, the Notes shall be redeemed in accordance with Section 3.3 of the Base Indenture.
(d) If less than all of the Notes are to be redeemed or purchased at any time, the Trustee shall select the Notes or portions thereof to be selected redeemed or purchased, in accordance with the case of Global Securities, by lot based on the applicable procedures of the Depositary; providedDepository or, howeverin the case of certificated Notes, that in no event shall on a pro rata basis, by lot or such other selection as the Trustee deems fair and appropriate. No Notes of a principal amount less than $2,000 may be redeemed or repurchased in part. Notes in denominations larger than $2,000 may be redeemed or purchased in part, but only in integral multiples of $2,000 or less 1,000 in excess thereof, unless all of the Notes held by a holder are to be redeemed in partor purchased.
(e) Notice of any redemption shall be electronically delivered or mailed by the Trustee on behalf of the Company and at the Company’s expense at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder of the Notes to be redeemed. Such notice ; provided, however, that the Company 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 have delivered to the Trustee no later than two at least five (5) Business Days prior to the Redemption Date. Notice date of redemption having been given the delivery of such notice (unless a shorter period shall be satisfactory to the Trustee) an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in the notice 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 not including, the Redemption Date.in
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Three of the Base Indenture, as supplemented amended by the provisions of this Sixth Seventh Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Par Call Date, The Notes shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 20 basis points, plus, in the case of each of clause (i) or (ii)addition to such Optional Redemption Price, accrued and unpaid interest thereon on the Notes redeemed, if any, to, but not includingexcluding, the Optional Redemption Date for such NotesDate.
(c) At any time Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or after prior to the Par Call Date, Notes Optional Redemption Date shall be redeemable, in whole or in part, payable on the applicable Interest Payment Date to the Securityholders of such Notes registered as such at the Company’s election, at a Redemption Price equal close of business on the applicable regular record date pursuant 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 NotesIndenture.
(d) On and after any the Optional Redemption Date for the Notes, interest will 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 relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(e) Notice of any optional redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Optional Redemption Date to each Holder 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 state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01), 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Eleven of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the Notes.
(b) At any time before The 2013 Notes, the Par Call Date, 2015 Notes and the 2020 Notes shall be redeemable, 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 equal to the greater of of:
(i) 100% of the aggregate principal amount of the 2013 Notes, the 2015 Notes or the 2020 Notes to be redeemed or redeemed, as the case may be, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the 2013 Notes, the 2015 Notes or the 2020 Notes to be redeemed, as the case may be, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 30 basis points in the case of the 2013 Notes, 30 basis points in the case of the 2015 Notes and 35 basis pointspoints in the case of the 2020 Notes, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not including, 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 for such Notesshall be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any the Redemption Date for the Notes, interest will shall cease to accrue on the 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 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 the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to shall be redeemed shall be selected in accordance with the procedures Section 1103 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to each Holder 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 be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 1104 of 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 givenBase Indenture. 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 of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall shall, on the Redemption Date, become due and payable on the Redemption Date and at the applicable Redemption Price, plus and accrued and unpaid interest, if any, to, but not including, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear interest. Installments of interest on the Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to the Redemption Date shall be payable on the Interest Payment Date in accordance with the Indenture.
Appears in 1 contract
Sources: First Supplemental Indenture (Life Technologies Corp)
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions of Article 11 of Issuer has the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon toright, but not includingthe obligation, to redeem a Series or Class of Notes in whole but not in part (unless otherwise provided in the Redemption Date applicable Indenture Supplement for such Notes.
(cSeries or Class) At on a date specified in the applicable Indenture Supplement or any time Payment Date on or after the Par Call DatePayment Date on which the aggregate Note Balance (after giving effect to all payments, Notes shall be redeemableif any, on that day) of such Series or Class is reduced to less than the percentage of the Initial Note Balance specified in whole or in partthe related Indenture Supplement (the “Redemption Percentage”). If the Issuer, at the Company’s election, at a Redemption Price equal to 100% direction of the aggregate principal amount of the Notes Administrator, elects to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall redeem Notes of a principal amount Series or Class 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 4.0113.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, shall be set forth in an Officers’ Certificate delivered with respect to the Trustee no later than two related Series of Notes) and the Noteholders of such redemption at least three (3) Business Days prior to the Redemption Payment Date. Notice Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of such Notes so redeemed will equal the Redemption Amount, as calculated by the Administrator, 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 or the Redemption Date, such redemption having shall be cancelled, notice of such cancelled redemption shall be sent by the Administrator on behalf of the Issuer to all Secured Parties and payments on such Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such 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 Notes, plus all accrued and unpaid interest and other amounts due in respect of such Notes, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFNs has been given as 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 (unless otherwise provided in the Indentureapplicable Indenture Supplement), by the Issuer, through a Permitted Refinancing, using the proceeds of issuance and sale of a new Series or Class of Notes issued pursuant to this Indenture or using funds received in respect of a draw on any Class or Series of Variable Funding Notes on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within three (3) Business Days prior to the end of such Revolving Period or at other times specified in the related Indenture Supplement upon three (3) Business 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 Notes called for redemption shall become due and payable the Redemption Amount on the date set for such redemption (the “Redemption Date and at Date”).
(d) Issuer may redeem any Series or Class of Notes, in whole but not in part (unless otherwise provided in the applicable Redemption PriceIndenture Supplement), plus accrued through a Permitted Refinancing, using the proceeds of issuance and unpaid interest, if any, to, but not including, sale of a new Series or Class of Notes issued pursuant to this Indenture or using funds received in respect of a draw on any Class or Series of Variable Funding Notes on any other Business Day specified in the Redemption Daterelated Indenture Supplement.
Appears in 1 contract
Sources: Indenture (DITECH HOLDING Corp)
Optional Redemption. (a) Subject to Section 1.02 hereofthe Conditions to Redemption, the provisions of Article 11 of the Base IndentureNotes will be redeemable, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply in whole at any time or in part from time to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date plus the greater of of: (iA) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and (iiB) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the Redemption Date date of redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, plus 35 basis points. Subject to the Conditions to Redemption, plusthe Notes will be redeemable, in whole at any time or in part from time to time on or after the case of each of clause (i) or (ii)Par Call Date, at the Company’s option, at a Redemption Price equal to accrued and unpaid interest thereon on the principal amount being redeemed to, but not including, the Redemption Date plus 100% of the principal amount of the Notes to be redeemed Interest on the Notes for which the Redemption Date is after a Regular Record Date and before the following Interest Payment Date, shall be payable to the holder of such Notes.
(c) At any time Notes at the close of business on or the Regular Record Date. Unless the Company defaults in payment of the Redemption Price, on and after the Par Call Redemption Date, interest will cease to accrue on the Notes shall be redeemableor portions of the Notes called for redemption. Notwithstanding the foregoing, the Company may, at its sole option, subject to the Conditions to Redemption, redeem the Notes, at any time, in whole or but not in part, at following the Company’s election, occurrence of a Tax Event at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemedNotes, plus accrued and unpaid interest thereon on the Notes to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Date., subject to the right of a holder on the relevant Regular Record Date to receive accrued and unpaid interest on the Notes due on the relevant Interest Payment Date. As used in this Section 7, the following terms shall have the respective meanings set forth below:
Appears in 1 contract
Sources: Second Supplemental Indenture (Arch Capital Group Ltd.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, 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 the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii)case, 50 basis points; plus, in each case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time on or Date. On and after the their applicable Par Call Date, the Notes of any series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price.
(c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the applicable Optional Redemption Date for any series of the Notes, interest will 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 accrued and unpaid interest, if any. On or before the relevant Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date 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 selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the procedures case of definitive securities, in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(e) Notice of any optional redemption shall be electronically delivered or mailed 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). 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 condition precedent. Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall (subject to the satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before The 2017 Notes and the Par Call Date, 2022 Notes shall be redeemable, 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 prior to the Stated Maturity in the case of the 2017 Notes and prior to September 15, at a 2022 in the case of the 2022 Notes, the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the 2017 Notes or the 2022 Notes to be redeemed or redeemed, as the case may be, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the 2017 Notes or the 2022 Notes to be redeemed, as the case may be, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 25 basis pointspoints in the case of the 2017 Notes and 30 basis points in the case of the 2022 Notes, plus, in the case of addition to such Optional Redemption Price, in each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. Upon redemption of the 2022 Notes on or after September 15, 2022, the Par Call Date, Notes Company shall be redeemable, in whole or in part, at the Company’s election, at a pay an Optional Redemption Price equal to 100% of the aggregate principal amount of the 2022 Notes to be being redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Securityholders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(dc) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 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 be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 XI of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, 2019 Notes shall be redeemableredeemable at the option of the Company, in whole or in part, part at the Company’s optionany time and from time to time, at a Redemption Price equal to the greater of (ia) 100% of the aggregate principal amount of the 2019 Notes to be redeemed or plus accrued and unpaid interest (iiif any) to but excluding the Redemption Date and (b) the sum sum, as determined by the Quotation Agent, of the present values of the Remaining Scheduled Paymentsprincipal amount of the 2019 Notes to be redeemed, together with remaining scheduled payments of interest (exclusive of accrued and unpaid interest (if any) to but excluding the Redemption Date) from the Redemption Date to the stated maturity date of the 2019 Notes, in each case discounted to the Redemption Date on a semi-annual basis (basis, assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to , at the Treasury Rate plus 35 25 basis points, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon to, (if any) on the principal amount of the 2019 Notes being redeemed to but not includingexcluding the Redemption Date. Subject to the provisions of Article XI of the Base Indenture, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, 2026 Notes shall be redeemableredeemable at the option of the Company, in whole or in partpart from time to time, (i) prior to July 15, 2025, at a Redemption Price equal to the greater of (a) 100% of the principal amount of the 2026 Notes to be redeemed plus accrued and unpaid interest (if any) to but excluding the Redemption Date and (b) the sum, as determined by the Quotation Agent, of the present values of the principal amount of the 2026 Notes to be redeemed, together with remaining scheduled payments of interest (exclusive of accrued and unpaid interest (if any) to but excluding the Redemption Date) from the Redemption Date to the stated maturity date of the 2026 Notes, in each case discounted to the Redemption Date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Company’s electionTreasury Rate plus 30 basis points, plus accrued and unpaid interest (if any) on the principal amount of the Notes being redeemed to but excluding the Redemption Date and (ii) on or after July 15, 2025, at a Redemption Price equal to 100% of the aggregate principal amount of the 2026 Notes to be being redeemed, plus accrued and unpaid interest thereon to, on the Notes being redeemed to but not including, excluding the Redemption Date for such Notes.
(d) On and after any Redemption Date for Date. If the Notes, interest will cease Company elects to accrue on Notes redeem all or any portion thereof called for redemption, unless the Company defaults in the payment part 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 will mail by first-class mail or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected deliver in accordance with the DTC procedures a notice 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 redeemed (with a copy to the Trustee) at least 30 days before the Redemption Price (if known) or Date. To the formula pursuant to which extent that the Redemption Price is to be determined if Trustee shall deliver such notice, the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time Company will deliver 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 at least 45 days prior to the Redemption DateDate or such shorter period as may be reasonably acceptable to the Trustee. Notice If the exact Redemption Price is not known at the time of the mailing or delivery of such notice of redemption, then such notice of redemption having been given as provided in need not specify the Indentureexact Redemption Price and, instead, may describe how the Redemption Price will be calculated. In that case, the Notes called for redemption shall become due and payable on Company will notify the Trustee of the Redemption Date Price with respect to any redemption promptly after the calculation, and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but Trustee will not including, the Redemption Datebe responsible for such calculation.
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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes The Bonds shall be redeemablesubject to redemption, in whole or in part, at the option of the Authority upon the request of the Company’s option, at a Redemption Price equal from related payments made by the Company pursuant to Section 6.02 of the Participation Agreement and any other monies held by the Trustee and available to be applied to the greater redemption of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, Bonds as provided 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.this Section 5.01:
(ca) At During any time Commercial Paper Rate Period, such Bonds shall be subject to redemption on or after the Par Call each Interest Payment Date, Notes shall be redeemable, in as a whole or in part, at the Company’s electionprincipal amount thereof, at a Redemption Price redemption price equal to 100% of the aggregate principal amount.
(b) During any Auction Rate Period, Auction Rate Bonds shall be subject to redemption on the Business Day immediately preceding each Auction Date, as a whole or in part, at a redemption price equal to 100% of the principal amount of thereof plus accrued and unpaid interest to the Notes date fixed for redemption.
(c) During any Daily Rate Period, such Bonds shall be subject to be redeemedredemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and unpaid interest thereon toto the date fixed for redemption, but not including, the Redemption Date for such Notesif any.
(d) On During any Weekly Rate Period, such Bonds shall be subject to redemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and after any Redemption Date for unpaid interest to the Notes, interest will cease to accrue on Notes or any portion thereof called date fixed 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of During any redemption Monthly Rate Period, such Bonds shall be electronically delivered subject to redemption on each Interest Payment Date, as a whole or mailed in part, at least 15 days but not more than 60 days before the Redemption 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 to each Holder as follows: after the No-Call Period shown below, which shall begin on the first day of the Notes 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 principal amount thereof, plus a premium equal to the percentage of the principal amount 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 redeemed shown in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption PriceInitial Premium column, plus accrued and unpaid interestinterest if paid on a Business Day other than an Interest Payment Date. The premium percentage 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, if anythe Calculation Period or period remaining to the Stated Maturity after a Fixed Rate Conversion Date is equal to or greater than five years, toand on each Interest Payment Date if the Calculation Period or period remaining to the Stated Maturity after a Fixed Rate Conversion Date is less than five years, but not includinguntil the Bonds shall be redeemable without premium. Calculation Period or Period to Maturity Equal to or But Less No-Call Initial Reduction Greater Than Than Period Premium in Premium 18 years N/A 10 Years 2 % 1/2% 12 years 18 Years 8 Years 1 1/2 1/2 7 Years 12 Years 6 Years 1 1/2 5 Years 7 Years 4 Years 1/2 1/2 4 Years 5 Years 3 Years 1/2 1/2 3 Years 4 Years 2 Years 1/2 1/2 0 Years 3 Years Not callable If upon establishment of a Term Rate Period or a Fixed Rate Period, as the case may be, the Redemption DateRemarketing Agent certifies to the Trustee, Bond Counsel and the Authority in writing that the foregoing schedule is not consistent with then-prevailing market conditions, the Authority at the request of the Company may revise the foregoing Initial Premium, Reductions in Premium and No-Call Periods without the approval of the Holders to reflect then-prevailing market conditions, upon receipt of an opinion of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or in 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 adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.
Appears in 1 contract
Sources: Trust Indenture (Consolidated Edison Co of New York Inc)
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions Issuer has the right, but not the obligation, to redeem a Series or Class of Article 11 Notes in whole but not in part 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 percentage of the Base 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 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, as supplemented by until the provisions 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 Sixth Supplemental Indenture, shall apply to Indenture and the Notesrelated Indenture Supplement.
(b) At Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any time before Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Par Call DateNoteholder thereof, Notes shall be redeemablethe Issuer may declare such Class no longer Outstanding, in whole or in part, at which case the Company’s option, at a Redemption Price equal Noteholder thereof shall submit such Class of Note to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date Indenture Trustee for such Notescancellation.
(c) At The Notes of any time on Series or after the Par Call Date, Class of Notes shall be redeemablesubject to optional redemption under this Article XIII, in whole or 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, 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 the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults other times specified in the payment related Indenture Supplement upon ten (10) days’ prior notice to the Indenture Trustee. Following issuance of the Redemption Price and accrued interestNotice by the Issuer pursuant to Section 13.2 below, if any. On the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or before the relevant Redemption Date Class of Term Notes for the Notes, Redemption Amount on the Company shall deposit with date set for such redemption (the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such “Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part”).
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Three of the Base Indenture, as supplemented amended by the provisions of this Sixth Fourth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Par Call Date, The Notes shall be redeemable, in each case, in whole at any time or in partpart from time to time, at the Company’s optionoption at the applicable Optional Redemption Price, equal to:
(i) with respect to the 2030 Notes, at a Redemption Price equal any time prior to the Par Call Date, the greater of (ix) 100% of the aggregate principal amount of such notes and (y) the Notes to be redeemed or (ii) “make-whole amount,” which means the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the Optional Redemption Date), discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 20 basis points, provided that, if the 2030 Notes are redeemed on or after the Par Call Date, the Optional Redemption Price will equal 100% of the principal amount of such notes and the Optional Redemption Price will not include a make-whole amount for the applicable notes; and
(ii) with respect to the 2050 Notes, at any time prior to the Par Call Date, the greater of (x) 100% of the principal amount of such notes and (y) the “make-whole amount,” which means the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed that would be due if such notes matured on the Par Call Date (not including any portion of such payments of interest accrued to the Optional Redemption Date), discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 25 basis points, provided that, if the 2050 Notes are redeemed on or after the Par Call Date, the Optional Redemption Price will equal 100% of the principal amount of such notes and the Optional Redemption Price will not include a make-whole amount for the applicable notes; plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest on such Notes whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Securityholders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date 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 to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any optional redemption shall be electronically delivered or mailed at least 15 10 days but not more than 60 days before the Optional Redemption Date to each Holder 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 state be provided in accordance with Section 3.02 of 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 givenBase 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Applied Materials Inc /De)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Eleven of the Base IndentureIndenture shall apply to this Note, as supplemented or amended by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, following paragraphs. The Notes shall be redeemable, in whole or in part, 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 equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) an amount equal to the sum of the present values of the Remaining Scheduled Paymentsremaining 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 to, but not including, such Redemption Date), discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 30 basis points, plus, in each case, unpaid interest, if any, on the case principal amount of each of clause (i) or (ii), the Notes to be redeemed accrued and unpaid interest thereon to, but not including, the such Redemption Date for such Notes.
(c) At Date. In addition, at any time on or after the Par Call Date, the Notes shall be redeemable, in whole or in part, at the Company’s electionsole 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 redeemedredeemed plus unpaid interest, plus if any, on the principal amount of the Notes to be redeemed accrued and unpaid interest thereon to, but not including, such Redemption Date. Notwithstanding the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notesforegoing, interest will cease shall be payable to accrue on 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 the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price Holders of the Notes on the Regular Record Date applicable to be redeemed an Interest Payment Date falling on or before such Redemption Date, and (except if the Redemption Date . The following definitions shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance apply 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 respect 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 not including, the Redemption Date.foregoing:
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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time, the Par Call Date, Notes of either series shall be redeemable, in as a whole or in part, at the Company’s option, at a . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal to the greater of (i) 100% of the aggregate principal amount of the Notes to 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 10 basis points, 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 thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on . On or after the Applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a 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 interest thereon to, but not including, the Redemption Date for such Notes.
(dc) On and after any the Redemption Date for the 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 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 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 the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event event, shall Notes of 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.
(ed) Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 15 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) or (c) of this Section 4.01, as applicable), shall be set forth in an Officers’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.
(e) Notice of any redemption of Notes pursuant to this Section 4.01 may, plus accrued and unpaid interestat the Company’s discretion, if anybe given subject to one or more conditions precedent, toincluding, but not includinglimited 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 in this Section 4.01.
Appears in 1 contract
Optional Redemption. (a) Subject The Senior Notes shall be subject to Section 1.02 hereofredemption by the Issuer, at its option, in accordance with the provisions of terms specified in Article 11 14 of the Base Indenture, as supplemented by on any Payment Date on or after the provisions of this Sixth Supplemental Indenture, shall apply to sixth Payment Date immediately preceding the NotesScheduled Amortization Period Commencement Date.
(b) At any time before The redemption price for the Par Call Date, Senior Notes shall will be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater sum of (i) 100% of the aggregate principal amount of Note Principal determined without giving effect to any Senior Notes owned by the Notes to be redeemed or Issuer, [Indenture Supplement (OF XIV)] plus (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon toon such Senior Notes through the day preceding the Payment Date on which the redemption occurs, but not includingplus (iii) any other amounts payable to such Noteholders pursuant to the Transaction Documents, plus (iv) any other amounts due and owing by the Issuer or the Servicer to the other Secured Parties (other than the Certificateholders) pursuant to the Transaction Documents, minus (v) the amounts, if any, on deposit on such Payment Date in the Payment Account, the Redemption Date Collection Account and the Reserve Account for such Notesthe payment of the foregoing amounts.
(c) At any time on or after Unless otherwise consented to by the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to Holders of 100% of the aggregate principal amount Certificates outstanding, concurrent with any redemption of any Senior Notes by the Issuer, the Issuer shall redeem in full all of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, Certificates in accordance with Article 14 of the Redemption Date for such NotesBase Indenture.
(d) On and after any Redemption Date The redemption price for the Notes, interest Certificates will cease be equal to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in sum of (i) the payment aggregate par value of the Redemption Price and accrued interest, if any. On or before Certificates (calculated as though 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 Senior Notes to be were not redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date), (ii) accrued interest, if any. If less than all the percentage of the Notes are Residual Payments for such Payment Date distributable to be redeemed, the Holders of the Certificates or the Payment Date on which the redemption occurs (calculated as though the Notes were not redeemed on such Payment Date), plus (iii) any other amounts due and owing by the Issuer or the Servicer to be redeemed shall be selected the Holders of the Certificates pursuant to the Transaction Documents, in accordance each case, without duplication and net of any amounts payable in connection with the procedures redemption of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partNotes.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject The Servicer shall have the option to Section 1.02 hereof, purchase all outstanding Contracts on any Payment Date on or after the provisions of Article 11 Payment Date (with the consent of the Base Indenture, as supplemented by Note Insurer if such purchase would result in a claim on the provisions of this Sixth Supplemental Indenture, shall apply Policy or would result in any amount owing to the Notes.
(bNote Insurer under the Insurance Agreement remaining unpaid) At any time before on which the Par Call Date, Notes shall Pool Principal Balance is less than or equal to 20% of the Cut-off Date Pool Balance. The aggregate redemption price for the Contracts will be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater greatest of (a) the sum of: (i) 100% of the aggregate principal amount Principal Balance of each Contract, other than any Contract as to which the Notes to be redeemed or related Manufactured Home has been repossessed and whose fair market value is included in clause (ii) hereof, and (ii) the sum fair market value of any acquired property, as determined by the Servicer, and (b) the aggregate fair market value of all assets of the present values Trust Estate (as determined by the Servicer), in each case plus any unpaid Interest Payment Amounts on each Class of Notes and all amounts owed to the Note Insurer, the Indenture Trustee, the Custodian and the Swap Provider at such time; and (c) the unpaid Outstanding Principal Balance of the Remaining Scheduled PaymentsNotes and all unpaid interest on the Notes, discounted 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 appraisal shall be obtained at no expense to the Indenture Trustee and (B) the Indenture Trustee may conclusively rely on, and 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 Auction 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 a semi-annual basis the Policy, without the written consent of each party not paid in full.
(assuming a 360-day year consisting b) On any Payment Date after August 2009, if the Note Balance of twelve 30-day months) using a discount rate the Class A-1 Notes has been reduced to zero, the Issuing Entity will be permitted to call the Class A-2 Notes, and the Holders will be required to tender their Notes in exchange for the redemption price equal to the Treasury Rate outstanding principal balance plus 35 basis points, plus, in the case of each of clause (i) or (ii), all accrued and unpaid interest thereon tothereon, but including 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 includingresult in a draw on the Policy. In addition, it will be a condition precedent to the Redemption Date for such Notesexercise of the option redemption as described in this Section 3.17(b) that the Note Insurer will have received the Insurer Call Premium (as described in the Premium Letter) if any is then due and owing pursuant to the Premium Letter.
(c) At any time In order to exercise the foregoing option, the Servicer shall provide written notice of its exercise of such option to the 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 or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes which such redemption is to be redeemedmade, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of deposit the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notes, the Company shall deposit specified in (a) above 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partIndenture Trustee.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Servicing Agreement (Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A)
Optional Redemption. (a) Subject to Section 1.02 hereof, The Notes will be redeemable at the provisions of Article 11 option of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable------------------- Company, in whole at any time or in partpart from time to time, on at least 15 days but not more than 60 days prior written notice mailed to the Company’s optioneach Holder of Notes to be redeemed, at a Redemption Price redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed, or (ii) the sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed or (ii) and the sum remaining scheduled payments of interest thereon from the redemption date to the maturity date of the present values Notes to be redeemed, exclusive of interest accrued to the Remaining Scheduled Paymentsredemption date, discounted from their respective scheduled payment dates to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, as defined in the Indenture, plus 35 50 basis points, plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, on the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount being redeemed to the date of redemption. If money sufficient to pay the redemption price of and accrued interest on all of the Notes (or portions thereof) to be redeemedredeemed on the redemption date is deposited with the Trustee or paying agent on or before 11:00 a.m. (New York City time) on the redemption date and certain other conditions are satisfied, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On then on and after any Redemption Date for the Notessuch redemption date, interest will cease to accrue on Notes such notes (or any such portion thereof 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be selected fair and appropriate. Notes in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of denominations larger than $2,000 or less 1,000 may be redeemed in part.
(e) Notice . On and after the redemption date interest ceases to accrue on Notes or portions 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 them called for redemption, provided that if the Redemption Price cannot be determined Company shall default in the payment of such Note at the time the notice is given. If the Redemption Price cannot be determined redemption price together with accrued interest, interest shall continue to accrue at the time such notice is to be given, rate borne by the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateNotes.
Appears in 1 contract
Sources: First Supplemental Indenture (Standard Pacific Corp /De/)
Optional Redemption. (a) Subject to Section 1.02 hereof, The Issuer may redeem 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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to June 8, 2047 (the “Applicable Par Call Date”) will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), using a discount rate equal to the Treasury Rate plus 35 16 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date for such Notes.
(c) At any time on or after the Applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date for such Notes.
(d) will 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, subject to the applicable procedures of the Depositary. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company Issuer 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 Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event 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 30 days (in the case of any Redemption Date prior to the Applicable Par Call Date) or 15 days but (in the case of any Redemption Date on or after the Applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes 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 not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. The Issuer may (a) Subject upon at least three (3) Eurodollar Business Days' irrevocable notice to Section 1.02 hereofthe New Notes Administrative Agent, the provisions Calculation Agent and the Paying Agent, repay the Long Term Trade Series Notes outstanding on the last day 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 before the Par Call Date, Notes shall be redeemableInterest Period, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater redemption price of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, thereof plus accrued and unpaid interest thereon to, but not including, to the Redemption Date for date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On , (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the Long Term Trade Series Notes in whole, or before the relevant Redemption Date for the Notesin part, the Company shall deposit with the Trustee or at a Paying Agent, funds sufficient to pay the Redemption Price redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Trade Series Notes to be redeemed on such Redemption Date(including without limitation, any Additional Amounts), if any, and (except c) redeem the Long Term Trade Series Notes at any time if required so to do in order to comply with applicable law or if the Redemption Date shall Issuer would be an Interest Payment Date) required to pay any Additional Amounts, at a redemption price of 100% of the principal amount thereof plus accrued interestand unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any. If less than , plus all other accrued and unpaid amounts under the Note Documents in respect of the such Long Term Trade Series Notes are to be redeemed(including, the Notes to be redeemed without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be selected in respect of an aggregate principal amount of US$100,000 or an integral multiple of US$1,000 in excess thereof and shall be made pro rata among all Long Term Trade Series Holders 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 respective amounts owing to them. Each such prepayment hereunder shall be electronically delivered or mailed at least 15 days but not more than 60 days before applied ratably to prepay the Redemption Date to each Holder of remaining scheduled principal payments under the Long Term Trade Series Notes to be redeemed. Such notice shall state in accordance with the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Daterespective amounts thereof.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before Prior to the 2024 Par Call Date, in the case of the 2024 Notes, and prior to the 2028 Par Call Date, in the case of the 2028 Notes, the Notes shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s option. Upon redemption of the Notes, at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Treasury Rate Comparable Bond Rate, plus 35 20 basis points, plus, in the case of each the 2024 Notes, or 25 basis points, in the case of clause (i) or (ii)the 2028 Notes. plus, in addition to such Optional Redemption Price, accrued and unpaid interest thereon on the Notes redeemed, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time Date. In addition, on or after the 2024 Par Call Date, in the case of the 2024 Notes, and on or after the 2028 Par Call Date, in the case of the 2028 Notes, the Notes shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price 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 Optional Redemption Date. The Notes of any series 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 thereon toand any Additional Amounts thereon, but 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 7, 2016, 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 7, 2016, 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 includingsuch 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.
(c) Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the Optional Redemption Date for the Notes, interest will 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 interestand unpaid interest and Additional Amounts, if any. On or before No later than 10:00 am London time on the relevant Business Day prior to the Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date date fixed for redemption shall be an Interest Payment Date) accrued interestand unpaid interest and Additional Amounts, if any. If less than all of the Notes of any series are to be redeemed, the Notes to be redeemed shall be selected selected, in the case of global securities, in accordance with applicable Depositary procedures and in the procedures case of definitive securities in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(e) Notice of any optional redemption shall be electronically delivered or mailed 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 date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. Prior to August 21, 2053 (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 before the “Applicable Par Call Date”), the Issuer may redeem the Notes shall be redeemableat its option, in whole or in part, at the Company’s optionany time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or (iiA) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest on the Notes discounted to the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 20 basis pointspoints (such sum to be calculated as set forth in the Indenture); or
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in the case of each of clause either (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on Date. On or after the Applicable Par Call Date, Notes shall be redeemablethe Issuer may redeem the Notes, in whole or in part, at the Company’s electionany time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon to, but not including, to the relevant Redemption Date for such Notes.
(d) Date. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion portions thereof called for redemption, unless the Company Issuer defaults in the payment of the Redemption Price and accrued interest, if anyPrice. On or before the relevant Redemption Date for the Notes, the Company Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date. In the case of a partial redemption, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all selection of the Notes are to be redeemed, the Notes to be redeemed for redemption shall be selected in accordance with made pro rata, by lot or by such other method as the procedures of Trustee deems appropriate and fair, subject to the Depositary; provided, however, that in no event shall ’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part.
(e) . If any Note is to be redeemed in part only, the notice of redemption that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or mailed otherwise transmitted in accordance with the Depositary’s procedures) at least 15 10 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 set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price. Notice of any redemption of Notes may, plus accrued and unpaid interestat the Issuer’s discretion, if anybe given subject to one or more conditions precedent, toincluding, but not includinglimited 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 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 Issuer shall provide written notice to the Trustee prior to the close of business one Business Day prior to the Redemption Date if any such redemption has been rescinded or delayed, and upon receipt the Trustee shall provide such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in 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 DateDate 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time prior to January 15, 2025, the Par Call Date, Notes Securities of this series shall be redeemable, in whole or in part, at the Company’s 's option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed redeemed, or (ii) as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were January 15, 2025, and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate plus 35 20 basis points; in each case, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall . The Securities will be redeemable, redeemable in whole or in part, at the Company’s election's option, at any time and from time to time on or after January 15, 2025, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be Securities being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not includingless than 30 days nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. On and after the Redemption Date for such Notes.
(d) On and after the Securities or any Redemption Date portion thereof called for the Notesredemption, as applicable, interest will shall cease to accrue on Notes 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 relevant Redemption Date for the Notessuch 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 the Notes such Securities to be redeemed on such 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 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 in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, that in no event shall Notes Securities of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions Issuer has the right, but not the obligation, to redeem a Series or Class of Article 11 Notes in whole but not in part 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 percentage of the Base 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 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, as supplemented by until the provisions 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 Sixth Supplemental Indenture, shall apply to Indenture and the Notesrelated Indenture Supplement.
(b) At Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any time before Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Par Call DateNoteholder thereof, Notes shall be redeemablethe Issuer may declare such Class no longer Outstanding, in whole or in part, at which case the Company’s option, at a Redemption Price equal Noteholder thereof shall submit such Class of Note to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date Indenture Trustee for such Notescancellation.
(c) At The Notes of any time on Series or after the Par Call Date, Class of Notes shall be redeemablesubject to optional redemption under this Article XIII, in whole or but not in part, by the Issuer, through a 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 end of such Revolving Period or at other times specified in the Company’s election, at a Redemption Price equal related Indenture Supplement upon ten (10) days’ prior notice to 100% the Indenture Trustee. Following issuance of the aggregate principal amount of Redemption Notice by the Notes Issuer pursuant to be redeemed, plus accrued and unpaid interest thereon to, but not includingSection 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 Amount on the date set for such Notesredemption (the “Redemption Date”).
(d) On The Issuer may redeem any Series of Notes through a Permitted Refinancing or using the proceeds of the issuance and after sale of a new Series of Notes issued hereunder, on any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults other Business Day specified 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partrelated Indenture Supplement.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, 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 the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to the Treasury Rate Comparable Bond Rate, plus 35 20 basis points, plus, in the case of the 2025 Notes, 20 basis points, in the case of the 2028 Notes, 25 basis points, in the case of the 2031 Notes, 30 basis points, in the case of the 2039 Notes, and 35 basis points, in the case of the 2049 Notes; plus, in each of clause (i) or (ii)case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon on the Notes being redeemed, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time on or Date. On and after the applicable Par Call Date, the Notes of each series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date for Date.
(c) The Notes of any series 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 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 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.
(e) On and after any the applicable Optional Redemption Date for the any series of Notes, interest will 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 accrued interestand unpaid interest and Additional Amounts, if any. On or before No later than 10:00 a.m. London time on the relevant Business Day prior to the Optional Redemption Date for the Notesany 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 Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date date fixed for redemption shall be an Interest Payment Date) accrued interestand 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 selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the procedures case of definitive securities in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(ef) Notice of any optional redemption shall be electronically delivered or mailed 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). 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 condition precedent. Such notice shall state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall (subject to the satisfaction or waiver of any applicable condition precedent), on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interestinterest and Additional Amounts, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Eighteenth Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth First Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time to January 15, 2026, the Par Call Date, Notes shall be redeemable, 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 equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or and (ii) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest thereon (exclusive of interest accrued and unpaid to the date of redemption) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 45 basis points, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notesdate of redemption.
(c) At any time and from time to time on or after January 15, 2026, the Par Call Date, Company may redeem the Notes shall be redeemable, in as a whole or in part, at the Company’s electionoption (a “Special Redemption”), at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus in each case accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notesdate of redemption.
(d) On and after any Redemption Date for the Notes, Further installments of interest will cease to accrue on 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 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 that are due and payable on such Redemption Date, and (except if the Interest Payment Dates falling on or prior to the Redemption Date shall be an payable on the Interest Payment Date) accrued interest, if any. If less than all Date to the registered Holders as of the Notes are close of business on the relevant Regular Record Date according to be redeemed, the Notes to be redeemed shall be selected in accordance with and 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 partIndenture.
(e) Notice of any redemption shall Optional Redemption or Special Redemption under this Section 3.05 will be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such ; provided, however, that notice shall state the of any Optional Redemption Price (if known) or the formula pursuant to which the Special Redemption Price is to may 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 mailed more than two Business Days 60 days prior to the Redemption DateDate if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of Notes. Notice If fewer than all of redemption having been given as provided in the IndentureNotes are to be redeemed, the Notes called for redemption to be redeemed shall become due be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and payable on appropriate.
(f) Unless the Redemption Date and at Company defaults in payment of the applicable Redemption Price, plus accrued on and unpaid interest, if any, to, but not including, after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for Optional Redemption or Special Redemption, as the case my be, under this Section 3.05.
Appears in 1 contract
Sources: First Supplemental Indenture (Hanover Insurance Group, Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 of the Base Indenture, as supplemented amended by the provisions of this Sixth First Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time, the Par Call Date, Notes shall be redeemable, 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 equal to the greater of (i) 100% of the aggregate principal amount Principal Amount of the Notes to be redeemed redeemed, or (ii) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of interest and principal thereon (exclusive of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to , at the Treasury Rate plus 35 75 basis points, plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date for such the Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any the Redemption Date for the Notes, interest will cease to accrue on the 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 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 the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed, the Depositary shall select the Notes to be redeemed in accordance with its operational arrangements. If the Notes are not Global Notes held by the Depositary, the Notes to be redeemed shall be selected in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, however that in no event event, shall Notes of a principal amount of $2,000 or less be redeemed in part.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to each Holder holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 15 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable), shall be set forth in an Officers’ Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall shall, on the Redemption Date, 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, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear interest.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.3.
(b) At any time before the Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, 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 the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes of such series to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day 30‑day months) using a discount rate equal to the Treasury Rate plus 35 10 basis points, plus, points in the case of the 2026 Notes, 15 basis points in the case of the 2030 Notes, 15 basis points in the case of the 2033 Notes and 15 basis points in the case of the 2043 Notes; plus, in each of clause (i) or (ii)case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date for such Notes.
(c) At any time on or Date. On and after the their applicable Par Call Date, the Notes of any series shall be redeemable, in whole at any time or in partpart from time to time, at the Company’s electionoption, at a an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, to, but not includingexcluding, the Optional Redemption Date. The Company shall calculate the Optional Redemption Price.
(c) Notwithstanding the foregoing, installments of interest on any series of Notes whose Stated Maturity is on or prior to any Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes 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 any the applicable Optional Redemption Date for any series of the Notes, interest will 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 accrued and unpaid interest, if any. On or before the relevant Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of such Notes on the Notes to be redeemed on such Optional Redemption Date, and (except if the Redemption Date 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 selected, in the case of global securities, in accordance with applicable Depositary procedures and, in the procedures case of definitive securities, in a manner the Depositary; providedtrustee deems fair and appropriate, however, that in no event shall Notes of a principal amount of $2,000 unless otherwise required by law or less be redeemed in partapplicable stock exchange requirements.
(e) Notice of any optional redemption shall be electronically delivered or mailed transmitted at least 15 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 state be provided in accordance with Section 3.02 of 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 givenBase Indenture. If the Optional Redemption Price cannot be determined at the time such notice is to be given, the actual Optional Redemption PricePrice applicable to the Notes that are being redeemed, calculated as described above in clause (b) or (c) of this Section 4.01, 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 called for redemption shall (subject to the satisfaction or waiver of any applicable conditions precedent), on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Sources: Supplemental Indenture (Thermo Fisher Scientific Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 III of the Base Indenture, as supplemented amended by the provisions of this Sixth Third Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, The Notes shall be redeemable, 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 redemption price equal to the greater of (i) 100% of the aggregate principal amount Principal Amount of the Notes to be redeemed on the Redemption Date, or (ii) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the Notes being redeemed on the Redemption Date (not including any portion of any payments of interest accrued and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to , at the Treasury Rate Rate, as determined by a Reference Treasury Dealer selected by the Company, plus 35 30 basis points, plus, in the case of each of clause (i) or (ii)either case, accrued and unpaid interest thereon on the Notes to, but not including, the Redemption Date for such NotesDate.
(cii) At If the Company chooses to redeem any time Notes on or after the Par Call DateJanuary 1, 2023, such Notes shall be redeemable, in whole or in part, at the Company’s election, redeemed at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the Notes to be so redeemed, plus accrued and unpaid interest thereon on the principal amount being redeemed to, but not including, the Redemption Date for such NotesDate.
(dc) On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof of the Notes called for redemption, unless the Company defaults in the payment of the Redemption Price redemption price and accrued interest, if any. On or before the relevant Redemption Date for the NotesDate, the Company shall deposit with the Trustee Paying Agent (or a Paying Agent, funds the Trustee) money sufficient to pay the Redemption Price redemption price of and accrued interest on the Notes Note to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if anythat 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 in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, that in no event shall Notes of a principal amount of $2,000 or less shall be redeemed in part.
(ed) 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 shall, on the Redemption Date, become due and payable on the Redemption Date and at the applicable Redemption Priceredemption price, plus accrued and unpaid interest, if any, to, but not including, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the redemption price and accrued interest, if any) such Notes shall cease to bear interest.
Appears in 1 contract
Sources: Third Supplemental Indenture (Cytec Industries Inc/De/)
Optional Redemption. (a) Subject to Section 1.02 hereof, The Issuer may redeem 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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a 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, 2049 (the “Applicable Par Call Date”) will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), using a discount rate equal to the Treasury Rate plus 35 50 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date for such Notes.
(c) At any time on or after the Applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date for such Notes.
(d) will 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, subject to the applicable procedures of the Depositary. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company Issuer 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 Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event 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 10 days but 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 set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes 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, plus accrued and unpaid interestat the Issuer’s discretion, if anybe given subject to one or more conditions precedent, toincluding, but not includinglimited 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 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 Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent. 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 DateDate 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time prior to February 15, 2023, the Par Call Date, Notes Securities of this series shall be redeemable, in whole or in part, at the Company’s 's option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed redeemed, or (ii) as determined by a Quotation Agent, the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date), calculated as if the maturity date of the Securities were February 15, 2023 and discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Adjusted Treasury Rate plus 35 20 basis points; in each case, plus, in the case of each of clause (i) or (ii), plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall . The Securities will be redeemable, redeemable in whole or in part, at the Company’s election's option, at any time and from time to time on or after February 15, 2023, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be Securities being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notice of any such redemption shall be given by mail to Holders of the Securities to be redeemed, not includingless than 30 days nor more than 60 days prior to the Redemption Date, all as provided in the Indenture. On and after the Redemption Date for such Notes.
(d) On and after the Securities or any Redemption Date portion thereof called for the Notesredemption, as applicable, interest will shall cease to accrue on Notes 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 relevant Redemption Date for the Notessuch 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 the Notes such Securities to be redeemed on such 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 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 in accordance with by the procedures of Trustee by such method as the DepositaryTrustee deems fair and appropriate; provided, however, that in no event shall Notes Securities of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 3 of the Base Indenture, as supplemented by the provisions of this Sixth Third Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, the Notes 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 redemption price equal to the greater of (i) 100% of the aggregate principal amount of the applicable Notes to be redeemed or and (ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of such Notes, discounted to the Redemption Date redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, plus, in the case of each of clause (i) or (ii), points plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date redemption 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.
(c) At any time on On or after the Par Call Date, Notes shall be redeemable, in as a whole at any time or from time to time in part, at the Company’s electionoption, at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the applicable Notes to be redeemed, plus in each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date 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 registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of such Notes and the Indenture.
(e) On and after any Redemption Date the redemption date for the Notes, interest will shall cease to accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected pro rata or by lot and, in the case of Notes represented by a Global Security, in accordance with the procedures of the DepositaryDepository; provided, however, that in no event shall Notes of a minimum principal amount of $2,000 or less be redeemed in part.
(ef) Notice of any redemption shall be electronically delivered or mailed at least 15 10 days but not more than 60 days before the Redemption Date redemption date to each Holder of the Notes to be redeemedredeemed (with a copy to the Trustee). Such notice shall state the Redemption Price redemption price (if known) or the formula pursuant to which the Redemption Price redemption price is to be determined if the Redemption Price redemption price cannot be determined at the time the notice is given. If the Redemption Price redemption price cannot be determined at the time such notice is to be given, the actual Redemption Priceredemption price, calculated as described above in clause (bSection 4.01(b) or (c) of this Section 4.014.01(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 Dateredemption 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 redemption date and at the applicable Redemption Priceredemption price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Dateredemption date. A notice of redemption may, at the Company’s option and discretion, be subject to one or more conditions precedent.
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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before Prior to the Applicable Par Call Date, the Company may redeem the Notes shall be redeemableof 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 (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes to be redeemed or (iiA) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest on the Notes of such series discounted to the relevant Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 15 basis pointspoints for the 2031 Notes, 15 basis points for the 2034 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, in the case of each of either clause (i) or (ii), accrued and unpaid interest thereon to, but not including, to the relevant Redemption Date for such Notes.
(c) At any time on Date. On or after the Applicable Par Call DateDate for a series of Notes, the Company may redeem the Notes shall be redeemableof such series, in whole or in part, at the Company’s electionany time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of the such Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon toto the relevant Redemption Date. The Company’s actions and determinations in determining the applicable Redemption Price shall be conclusive and binding for all purposes, but not including, absent manifest error.
(c) On and after the Redemption Date for such Notes.
(d) On and after any Redemption Date for the a series of Notes, interest will cease to accrue on such Notes or any portion portions thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if anyPrice. On or before the relevant Redemption Date for the 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 such the Redemption Date. In the case of a partial redemption, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all selection of the Notes are to be redeemed, the Notes to be redeemed for redemption shall be selected in accordance with made pro rata, by lot or by such other method as the procedures of Trustee deems appropriate and fair, subject to the Depositary; provided, however, that in no event shall ’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary, the redemption of the Notes shall be done in accordance with the policies and procedures of the Depositary. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof 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.
(ed) Notice of any redemption pursuant to this Section 4.01 shall be mailed or electronically delivered (or mailed otherwise transmitted in accordance with the Depositary’s procedures) at least 15 10 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’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price.
(e) Notice of any redemption of Notes pursuant to this Section 4.01 may, plus accrued and unpaid interestat the Company’s discretion, if anybe given subject to one or more conditions precedent, toincluding, but not includinglimited 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 DateDate and at the applicable Redemption Price as set forth in this Section 4.01.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions Issuer has the right, but not the obligation, to redeem a Series or Class of Article 11 Notes in whole but not in part 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 percentage of the Base 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 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, as supplemented by until the provisions 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 Sixth Supplemental Indenture, shall apply to Indenture and the Notesrelated Indenture Supplement.
(b) At Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any time before Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days' prior written notice to the Par Call DateNoteholder 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 redeemablesubject 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 of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, 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 aggregate 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 to be redeemed or and the Issuer) and (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to 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) using a discount rate equal to the Treasury Rate plus 35 basis points, 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 Variable Funding Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject At any time prior to Section 1.02 hereofNovember 22, 2022 (“Automatic Conversion Date “) the provisions Corporation may redeem for cash out of Article 11 funds legally available therefor, any or all of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply outstanding Series CC Convertible Preferred Stock (“Optional Redemption”) at a price equal to the Notes$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 before the Par Call Date, Notes proposed optional redemption pursuant this Article III (an “Optional Redemption Notice”). Any optional redemption pursuant to this Article III shall be redeemable, made ratably among holders in whole or in part, at the Company’s option, at a Redemption Price equal proportion to the greater Liquidation Value of (i) 100% Preferred Stock then outstanding and held by such holders. The Optional Redemption Notice shall state the Liquidation Value of the aggregate principal amount of the Notes Preferred Stock to be redeemed and the date on which the Optional Redemption is to occur (which shall not be less than thirty (30) or more than sixty (ii60) Business Days after the date 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 Corporation with instructions as to the account 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 sum of Corporation will deliver the present values of the Remaining Scheduled Payments, discounted redemption amount via wire transfer to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to account designated by the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 Dateholders, and (except if B) the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all holders will deliver the certificates relating to that number of the Notes are to be shares of Preferred Stock being redeemed, the Notes to be redeemed shall be selected duly executed for transfer or accompanied by executed stock powers, in accordance with the procedures either case, transferring that number 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 shares to be redeemed. Such notice shall state Upon the occurrence of the wire transfer (or, in the absence of a holder designating an account to which funds should be transferred, delivery of a certified or bank cashier’s check in the amount due such holder in connection with such Optional Redemption Price (if known) or to the formula address of such holder appearing on the register of the Corporation for the Preferred Stock), that number of shares of Preferred Stock redeemed pursuant to which such Optional Redemption as represented by the Redemption Price is to previously issued certificates will 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 deemed 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 not including, the Redemption Datelonger outstanding.
Appears in 1 contract
Sources: Assignment and Assumption Agreement (Meso Numismatics, Inc.)
Optional Redemption. (a) Subject to Section 1.02 hereofThe Notes, 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 at any time before and from time to time prior to December 1, 2049 (the “Par Call Date, Notes shall ”) will be redeemable, in whole or in part, redeemable at the Company’s option, option at a Redemption Price redemption price equal to the greater of of: (i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed; and (ii) the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption) from the redemption date to the Par Call Date, discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate Rate, plus 35 40 basis points, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such Notes.
(c) redemption date of the Notes to be redeemed. At any time and from time to time on or after the Par Call Date, Notes shall be redeemablethe Company may redeem the Notes, in whole or in part, at the Company’s electionits option, 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 includingexcluding, the Redemption redemption date of the Notes to be redeemed. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date for such Notesto the registered holders as of the close of business on the relevant Record Date according to the Notes and the Indenture.
(db) On Notice of any redemption will be mailed (or, in the case of Global Securities, delivered 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 the Notes to be redeemed (which notice, so long as the Notes are represented by a Global Security, will be given to the Depositary (or its nominee) or a successor depositary (or its nominee)). Unless the Company defaults in payment of the redemption price, on and after any Redemption Date for the Notesredemption date, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of by lot by the Depositary; provided, howeverin the case of Notes represented by a Global Security, that in no event shall Notes of or by the Trustee by 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 method the Redemption Date to each Holder of the Notes Trustee deems 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 givenfair and appropriate, 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 case of 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 that are not including, the Redemption Daterepresented by a Global Security.
Appears in 1 contract
Optional Redemption. The Issuer may (a) Subject upon at least three (3) Eurodollar Business Days' irrevocable notice to Section 1.02 hereofthe Administrative Agent, the provisions Calculation Agent and the Paying Agent, repay the Long Term Working Capital Series Notes outstanding on the last day 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 before the Par Call Date, Notes shall be redeemableInterest Period, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater redemption price of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, thereof plus accrued and unpaid interest thereon to, but not including, to the Redemption Date for date of redemption plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Working Capital Series Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, 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 in whole, or before the relevant Redemption Date for the Notesin part, the Company shall deposit with the Trustee or at a Paying Agent, funds sufficient to pay the Redemption Price redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any, plus all other accrued and unpaid amounts under the Note Documents in respect of such Long Term Working Capital Series Notes to be redeemed on such Redemption Date(including without limitation, any Additional Amounts), if any, and (except 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 Redemption Date shall Issuer would be an Interest Payment Date) required to pay any Additional Amounts, at a redemption price of 100% of the principal amount thereof plus accrued interestand unpaid interest thereon to the date of redemption plus LIBOR Funding Costs, if any. If less than , plus all other accrued and unpaid amounts under the Note Documents in respect of the such Long Term Working Capital Series Notes are to be redeemed(including, the Notes to be redeemed without limitation, any Additional Amounts), if any; provided that each partial prepayment shall be selected in respect of an aggregate principal amount of US$100,000 or an integral multiple of US$1,000 in excess thereof and shall be made pro rata among all Long Term Working Capital Series Holders 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 respective amounts owing to them. Each such prepayment hereunder shall be electronically delivered or mailed at least 15 days but not more than 60 days before applied ratably to prepay the Redemption Date to each Holder of remaining scheduled principal payments under the Long Term Working Capital Series Notes to be redeemed. Such notice shall state in accordance with the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Daterespective amounts thereof.
Appears in 1 contract
Optional Redemption. (a) Subject While this Bond accrues interest at a Daily Rate or a Weekly Rate, this Bond is subject to Section 1.02 optional redemption on any date, and while this Bond accrues interest at a Flexible Rate, this Bond is subject to optional redemption on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount hereof, plus accrued interest to the provisions 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 Article 11 interest. [For Subseries 1998A-1 and 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 Base Indenture, as supplemented by the provisions principal amount of this Sixth Supplemental IndentureBond, shall apply together with accrued interest, if any, to the Notes.
(b) At any time before 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 Par Call Dateprincipal amount thereof, Notes shall be redeemableplus accrued interest hereon to the redemption date and plus premium, in whole or in part, at 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 subject to mandatory redemption prior to maturity upon the Company’s option, occurrence of a Mandatory Redemption Event at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes 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 redeemedthis Bond, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Dateredemption date. Notice The manner of redemption having been given as provided redeeming Bonds is described in detail 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 not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject The Issuer may, at the direction of the Holder of at least 66-2/3% of the Outstanding Principal Balance of the Class F Note, effect an Optional Redemption of the Offered Notes and the Class E Notes, in whole but not in part, on any Distribution Date on or after the Distribution Date occurring in May 2011 by payment of the Redemption Price to Section 1.02 hereofthe Holders of the Offered Notes and the Class E Notes and other Persons entitled thereto (such Distribution Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Distribution Date). To effect an Optional Redemption, the provisions of Article 11 of Issuer shall deposit in the Base Indenture, as supplemented Note Distribution Account by no later than 12:00 p.m. (Boston time) on the applicable Distribution Date an amount equal to the Redemption Price and shall comply with the provisions of this Sixth Supplemental Indenture, shall apply to the NotesSection 10.03 and Section 10.06.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate principal amount of the The Notes to be redeemed or (ii) shall, following delivery of a notice of an Optional Redemption complying with Section 10.06, unless the sum Issuer shall have provided written notice to the Trustee of the present values its election to withdraw such notice of the Remaining Scheduled PaymentsOptional Redemption, discounted to on the Redemption Date become due and payable at the Redemption Price, and all Class A-2 Commitments shall terminate on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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.
and (c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults Issuer shall default in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notes, the Company Price) no interest shall deposit with the Trustee or a Paying Agent, funds sufficient to pay accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Notes to be redeemed on such Redemption Price. On the Redemption Date, and (except if upon deposit in full by the Servicer in the Note Distribution Account of an amount equal to the Redemption Date Price, the Collateral (other than the Transaction Accounts) shall cease to constitute assets of the Issuer and the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Collateral (other than the Transaction Accounts).
(c) The portion of the Redemption Price constituting payment of principal of the Offered Notes and the Class E Notes shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are distributed to be redeemed, the Notes to be redeemed shall be selected Noteholders in accordance with the procedures Section 7.05(b)(I) of the Depositary; provided, however, that Sale and Servicing Agreement and all other amounts included in no event the Refinancing Price shall Notes be distributed in accordance with Section 7.05(a) of a principal amount of $2,000 or less be redeemed in partthe Sale and Servicing Agreement.
(ed) Notice of If 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 Loan 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 sold to the Trustee no later than two Business Days prior Servicer or an Affiliate of the Servicer, such Loan may only be sold to such person for a price at least equal 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 not including, the Redemption Dateprice established by an Applicable Qualified Valuation.
Appears in 1 contract
Sources: Indenture (NewStar Financial, 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 Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before and from time to time, the Par Call Date, Notes shall be redeemable, in as a whole or in part, at the Company’s option, at a . The Redemption Price for any Notes redeemed prior to the Applicable Par Call Date will equal to the greater of (i) 100% of the aggregate principal amount of the Notes to 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 12.5 basis points, 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) At any time on . On or after the Applicable Par Call DateDate for the Notes, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will 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.
(dc) On and after any the applicable Redemption Date for the NotesDate, 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 the 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 such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event event, shall Notes of 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.
(ed) 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 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 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’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Eleven of the Base Indenture, as supplemented amended by the provisions of this Sixth Second Supplemental Indenture, shall apply to the Notes.
(b) At any time before The 2016 Notes and, prior to October 15, 2020, the Par Call Date, 2021 Notes shall be redeemable, 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 equal to the greater of of:
(i) 100% of the aggregate principal amount of the 2016 Notes or the 2021 Notes to be redeemed or redeemed, as the case may be, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the 2016 Notes or the 2021 Notes to be redeemed, as the case may be, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate plus 35 25 basis pointspoints in the case of the 2016 Notes and 30 basis points in the case of the 2021 Notes, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon toto the Redemption Date. Commencing on October 15, but not including2020, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, 2021 Notes shall be redeemable, in whole or in part, at any time and from time to time, at the Company’s electionoption, at a Redemption Price redemption price equal to 100% of the aggregate principal amount of the 2021 Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon to, but not including, 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 for such Notesshall be payable on the Interest Payment Date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture.
(dc) On and after any the Redemption Date for the Notes, interest will shall cease to accrue on the 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 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 the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to shall be redeemed shall be selected in accordance with the procedures Section 1103 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(ed) Notice of any redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Redemption Date to each Holder 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 be satisfactory to the Trustee). Such notice shall state be provided in accordance with Section 1104 of 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 givenBase Indenture. 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 of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall shall, on the Redemption Date, become due and payable on the Redemption Date and at the applicable Redemption Price, plus and accrued and unpaid interest, if any, to, but not including, to the Redemption Date, and from and after such Redemption Date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Notes shall cease to bear interest. Installments of interest on the Notes to be redeemed that are due and payable on Interest Payment Dates falling on or prior to the Redemption Date shall be payable on the Interest Payment Date in accordance with the Indenture.
Appears in 1 contract
Sources: Second Supplemental Indenture (Life Technologies 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 before and from time to time, the Par Call Date, Notes of any series shall be redeemable, in as a whole or in part, at the Company’s option, at a . The Redemption Price for (x) the 2020 Notes and the 2022 Notes at any time prior to their Stated Maturity and (y) the 2025 Notes and the 2045 Notes prior to the Applicable Par Call Date, will equal to the greater of (i) 100% of the aggregate principal amount of the Notes to 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 15 basis points, in the case of the 2020 Notes, 20 basis points, in the case of the 2022 Notes, 25 basis points in the case of the 2025 Notes and 30 basis points, in the case of the 2045 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) At any time on . On or after the Applicable Par Call DateDate for the 2025 Notes and the 2045 Notes, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will equal to 100% of the aggregate principal amount of the 2025 Notes or the 2045 Notes, as the case may be, to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(dc) On and after any the Redemption Date for the 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 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 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 the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event event, shall Notes of 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.
(ed) 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 2020 Notes or 2022 Notes prior to their Stated Maturity or any redemption of 2025 Notes or 2045 Notes with a Redemption Date prior to the Applicable Par Call Date) or 15 days (in the case of any redemption of 2025 Notes or 2045 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 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’ Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the The provisions of Article 11 Three of the Base Indenture, as supplemented amended by the provisions of this Sixth Second Supplemental Indenture, shall apply to the NotesNotes with respect to this Section 1.03.
(b) At any time before the Par Call Date, The Notes shall be redeemable, redeemable in whole or in partpart at any time prior to April 15, 2021 at the Company’s option. Upon redemption of any Notes pursuant to this Section 1.03(b), at a the Company shall pay an Optional Redemption Price equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or redeemed, and
(ii) the sum of the present values of the Remaining Scheduled PaymentsPayments of the Notes to be redeemed, discounted to the Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 20 basis points, plus, in the case of addition to such Optional Redemption Price, in each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(c) At The Notes shall be redeemable in whole or in part at any time on or after the Par Call DateApril 15, Notes shall be redeemable, in whole or in part, 2021 and prior to their maturity date at the Company’s electionoption. Upon redemption of the Notes pursuant to this Section 1.03(c), at a the Company shall pay an Optional 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 includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest whose Stated Maturity is on or prior to the Optional Redemption Date for shall be payable on the applicable Interest Payment Date to the Holders of such NotesNotes registered as such at the close of business on the applicable record date pursuant to the Notes and the Indenture.
(d) On and after any the Optional Redemption Date for the Notes, interest will 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 12:00 p.m., New York City time, on the relevant Optional Redemption Date for the Notes, the Company shall deposit with the Trustee or a Paying Agent, paying agent funds sufficient to pay the Optional Redemption Price of the Notes to be redeemed on such the Optional Redemption Date, and (except if the Redemption Date date fixed for redemption shall be an Interest Payment Date) accrued and unpaid interest, if any. If less than all of the Notes are to be redeemed, the Notes to shall be redeemed shall be selected in accordance with the procedures Section 3.02 of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partBase Indenture.
(e) Notice of any optional redemption shall be electronically delivered or mailed at least 15 30 days but not more than 60 days before the Optional Redemption Date to each Holder 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 state be provided in accordance with Section 3.02 of the Redemption Price (if known) or Base Indenture; provided that, in lieu of mailing, notices may be electronically delivered to Holders of the formula pursuant to which Notes at their last electronic mailing addresses as they shall appear upon the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is givenSecurity Register. 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) of this Section 4.01, 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 called for redemption shall shall, on the Optional Redemption Date, become due and payable on the Redemption Date and at the applicable Optional Redemption Price, plus and accrued and unpaid interest, if any, to, but not includingexcluding, the Optional Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, The Issuer may redeem 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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a 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, 2061 (the “Applicable Par Call Date”) will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), using a discount rate equal to the Treasury Rate plus 35 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date for such Notes.
(c) At any time on or after the Applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date for such Notes.
(d) will 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, subject to the applicable procedures of the Depositary. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company Issuer 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 Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event 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 10 days but 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 set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes 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, plus accrued and unpaid interestat the Issuer’s discretion, if anybe given subject to one or more conditions precedent, toincluding, but not includinglimited 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 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 Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to the applicable 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 DateDate and at the applicable Redemption Price.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, The Issuer may redeem 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 before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a any time or from time to time prior to Maturity (the date of such redemption, the “Redemption Date”). The Redemption Price prior to November 11, 2046 (the “Applicable Par Call Date”) will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed or 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, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) ), using a discount rate equal to the Treasury Rate plus 35 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. In the case of any redemption with a Redemption Date for such Notes.
(c) At any time on or after the Applicable Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date for such Notes.
(d) will 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, subject to the applicable procedures of the Depositary. On and after any the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Company Issuer 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 Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on such the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in accordance with the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however, however that in no event 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 30 days (in the case of any Redemption Date prior to the Applicable Par Call Date) or 15 days but (in the case of any Redemption Date on or after the Applicable Par Call Date) but, in each case, not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above set forth in clause (b) or (c) of this Section 4.01, as applicablethe Indenture, shall be set forth in an Officers’ Officer’s Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes 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 not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereofUnless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the provisions Issuer has the right, but not the obligation, to: (i) redeem a Series or Class of Article 11 Term Notes in whole or in part (so long as, in the case of any 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 NSM 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 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, as supplemented by until the provisions 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 Sixth Supplemental Indenture, shall apply to Base Indenture and the Notesrelated Indenture Supplement.
(b) At Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any time before Class of VFNs has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Par Call DateNoteholder 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 redeemablesubject 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 (ii) 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 of any Series or Class of Variable Funding Notes shall be subject to repayment by the Issuer, 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 aggregate Issuer other than Collections on the Participation Certificates, 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 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 to be redeemed or and the Issuer) and (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to 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) using a discount rate equal to the Treasury Rate plus 35 basis points, 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 Variable Funding Notes.
(cf) At Notwithstanding any time on or after other provision of this Base Indenture, the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% early redemption rights 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 the Notes, interest will cease to accrue on 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 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be Issuer 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 this Section 13.1 are in the Indentureaddition to, the Notes called for redemption shall become due Issuer’s rights set forth in Section 2.1(b)(ii) to remove as Collateral the Participation Certificates and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateMortgage Pools.
Appears in 1 contract
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 The Company may redeem (an “Optional Redemption”) for cash all or any portion of the Base IndentureNotes, 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 supplemented 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 provisions of this Sixth Supplemental Indenture, shall apply to Parent’s or Company’s Affiliates or Holders that were the NotesParent’s or Company’s Affiliates at any time during the three months immediately preceding.
(b) At any time before The Company may redeem the Par Call Date, Notes shall be redeemablefor 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 the Redemption Price equal to if all of the greater of following are satisfied:
(i) 100% on the next Interest Payment Date, the Company would be required to pay any Additional Amounts as a result of:
(A) any amendment to, or change in, the 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 aggregate principal amount 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 Notes to be redeemed 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 of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, Company cannot avoid any payment obligation specified in the case of each of clause (i) or above by taking reasonable measures available to the Company (ii)provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and 97(B2) of the Israeli Income Tax Ordinance is, accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at changing the Company’s electionjurisdiction is not, at a Redemption Price equal to 100% reasonable measure for purposes of this Section 16.01(b)); and
(iii) either (A) a registration statement covering the resale of the aggregate principal amount Ordinary Shares issuable upon exchange of the Notes is effective and available for use and is expected to be redeemed, plus accrued remain effective and unpaid interest thereon to, but not including, available for use during the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment Period as 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 Notice Date, and or (except if B) the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all Ordinary Shares issuable upon exchange of the Notes are to be redeemed, eligible for resale by Holders other than the Notes to be redeemed shall be selected in accordance with Parent’s or Company’s Affiliates or Holders that were the procedures of Parent’s or Company’s Affiliates at any time during the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partthree months immediately preceding.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Gamida Cell Ltd.)
Optional Redemption. (a) Subject to Section 1.02 hereofThe Company may redeem this Note at any time, 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 before the Par Call Date, Notes shall be redeemableat 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 aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, to the Redemption Date for such NotesDate, subject to compliance with this Section 3.1.
(db) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at At least 15 30 days but not more than 60 days before a Redemption Date, the Redemption Date Company shall mail a notice of redemption by first class mail to each Holder of whose Notes are to be redeemed, in whole or in part. The notice shall identify the Notes to be redeemed. Such notice redeemed and shall state the Redemption Price state:
(if knowni) 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 ;
(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 on any Note called for redemption shall cease to accrue on and after the Redemption Date; and
(iv) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, on or after the Redemption Date, and upon surrender of such Note, a new Note in principal amount equal to 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 and at Date. Upon surrender to the applicable Company, the principal balance of such Notes called for redemption shall be paid by the Company on the Redemption PriceDate, plus accrued and unpaid interest, if any, to, but not including, interest to the Redemption Date.
(d) Upon surrender of a Note that is to be redeemed in part, the Company shall issue to the Holder a new Note in principal amount equal to the unredeemed portion of the Note surrendered.
(e) Notes called for redemption pursuant to this Section 3.1 shall remain subject to the subordination provisions of Section 5 hereof.
(f) If the Company redeems this Note in whole or in part prior to May 4, 2002, the Company shall issue to Holder warrants to purchase the number of shares of Common Stock of the Company which would have been issued by the 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) Subject to Section 1.02 hereofDuring any Flexible Interest Rate Period, Daily Interest Rate Period or Weekly Interest Rate Period, the provisions of Article 11 Series 1990A Bonds may be redeemed by the Trustee with Available Moneys on deposit in the Bond Fund, at the option of the Base IndentureCompany, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At on any time before the Par Call Interest Payment Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to thereof.
(B) The Series 1990A Bonds shall be redeemed or in whole on any Interest Payment Date (ii) which for Bonds bearing interest at Flexible Interest Rates shall be the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption 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 semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate redemption price equal to the Treasury Rate plus 35 basis pointsprincipal amount thereof upon receipt by the Trustee of 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 damaged or destroyed and the Company shall determine that it is not practicable or desirable to rebuild, plus, 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 case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but Company is not including, the Redemption Date for such Notessurviving corporation.
(cC) At On the effective date of any time on or after Term Interest Rate Period, the Par Call Date, Notes Series 1990A Bonds shall be redeemablesubject 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’s election, at a Redemption Price equal to 100% the times (measured in each case from the first day of the aggregate applicable Term Interest Rate Period), and at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemedamount) set forth below, plus accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.date:
Appears in 1 contract
Sources: Indenture of Trust (Enron Corp/Or/)
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 before the Par Call Date, Notes The Bonds shall be redeemablesubject to redemption, in whole or in part, at the option of the Authority upon the direction of the Company’s option, at a Redemption Price equal 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 greater redemption of (i) 100% of the aggregate principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, Bonds as provided in the case of each of clause (i) or (ii), accrued this Section 5.01 and unpaid interest thereon to, but not including, the Redemption Date for such Notes.Section 10.03 hereof:
(ca) At During any time Commercial Paper Rate Period, such Bonds shall be subject to redemption on or after the Par Call each Interest Payment Date, Notes shall be redeemable, in as a whole or in part, at the Company’s electionprincipal amount thereof, at a Redemption Price redemption price equal to 100% of the principal amount.
(b) During any Auction Rate Period, Auction Rate Bonds shall be subject to redemption on the Business Day immediately succeeding each Auction Date, 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 the Notes 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 interest thereon toto the date fixed for redemption, but not including, the Redemption Date for such Notesif any.
(d) On During any Weekly Rate Period, such Bonds shall be subject to redemption on any Business Day, as a whole or in part, at the principal amount thereof, plus accrued and after any Redemption Date for unpaid interest to the Notes, interest will cease to accrue on Notes or any portion thereof called date fixed 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of During any redemption Monthly Rate Period, such Bonds shall be electronically delivered subject to redemption on each Interest Payment Date, as a whole or mailed in part, at least 15 days but not more than 60 days before the Redemption 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 to each Holder as follows: after the No-Call Period, which shall begin on the first day of the Notes 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 principal amount thereof, plus a premium equal to the percentage of the principal amount to be redeemed. Such notice shall state redeemed (the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price"Initial Premium"), plus accrued and unpaid interestinterest if paid on a Business Day other than an Interest Payment Date. The premium percentage, if any, toshall 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, but not includingas the case may be, the Redemption DateRemarketing 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 revise the Initial Premium, Reductions in Premium and No-Call Periods without the approval of the Holders to reflect then-prevailing market conditions, upon receipt of an opinion of Bond Counsel to the effect that any revisions pursuant to this paragraph, either by itself or in 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 adversely affect the exclusion 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) 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 before the Par Call Date, The Notes shall will be redeemable, 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 equal to the greater of (ithe “Applicable Premium”) (a) 100% of the aggregate principal amount of the Notes to be redeemed or and (iib) the sum of the present values of the Remaining Scheduled Payments, remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Rate (as defined below), plus 35 15 basis points, plus, in the case of each of clause (i) or (ii)case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date for such Notes.
(c) At any time on or after the Par Call Date, . The Notes shall will be redeemable, redeemable in whole or in part, at the Company’s electionoption, 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 equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest interest, if any, thereon to, but not includingexcluding, 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 for will be payable on the applicable Interest Payment Date to the Holders of the Notes as of the close of business on the relevant Regular Record Date according to such Notes.
(d) On Notes and the Indenture. Notice of any redemption will be 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 the Redemption Date to each Holder of Notes to be redeemed. Unless the Company defaults in payment of the Redemption Price, from and after any the Redemption Date for the NotesDate, interest will cease to accrue on the Notes or any portion portions 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall will be selected in accordance with by the procedures Trustee by a method that the Trustee deems to be fair and appropriate. For purposes 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 foregoing optional 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 givenprovisions, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as following terms are 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 not including, the Redemption Date.:
Appears in 1 contract
Optional Redemption. (a) Subject The Issuer may redeem all or, from time to Section 1.02 hereoftime, the provisions of Article 11 a part of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s its option, at a Redemption Price redemption prices equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to the redemption date, plus the excess of:
(a) as determined by the calculation agent (which shall initially be redeemed or (ii) the Trustee), the sum of the present values of the Remaining Scheduled Paymentsremaining scheduled payments of principal and interest on the Notes being redeemed not including any portion of such payment of interest accrued on the date of redemption, from the redemption date to the maturity date, discounted to the Redemption Date redemption date on a semi-annual basis B-7 (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the Treasury Bund Rate plus 35 50 basis points, 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.; over
(cb) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued . If the optional redemption date is on or after an interest record date and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the relevant Redemption Date for the Notesrelated interest payment date, 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 (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, towill be paid to the Person in whose name the Note is registered at the close of business on such record date, but not includingand no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the Issuer. In the case of any partial redemption, the Redemption DateTrustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on 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. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of Definitive Notes, issued in the name of the Holder thereof upon cancellation of the original Note.
Appears in 1 contract
Optional Redemption. (a) Subject On any Distribution Date the Company may, at its option, redeem at any time all of the Term Certificates by delivering an irrevocable written notice (an "OPTIONAL REDEMPTION NOTICE") to Section 1.02 hereofthe Trustee and the Servicer on such date (the "OPTIONAL NOTICE DATE"; which date shall not be less than 10 days prior to the date fixed for redemption) at a redemption price equal to:
(i) for the Class A Certificateholders, the provisions of Article 11 Class A Invested Amount PLUS all accrued, unpaid interest thereon (the "CLASS A REDEMPTION PRICE") to the date fixed for redemption; PROVIDED that if such Optional Redemption Notice is delivered prior to the second anniversary of the Base IndentureIssuance Date, as supplemented the Company shall pay, in addition to the Redemption Price to which such holders are entitled, an amount calculated by the provisions of this Sixth Supplemental Indenture, shall apply Company equal to the Notespresent value of a series of payments equal to the product of (i) the Class A Invested Amount and (ii) the spread over One-Month LIBOR applicable to the Class A Certificate Rate which would be payable monthly on each Distribution Date in arrears from the Optional Notice Date through the second anniversary of the Issuance Date, discounted at a rate equal to One-Month LIBOR being used to calculate the Class A Certificate Rate on the Optional Notice Date (the "CLASS A REDEMPTION PREMIUM"); and
(ii) for the Class B Certificateholders, the Class B Invested Amount PLUS all accrued, unpaid interest thereon (the "CLASS B REDEMPTION PRICE") to the date fixed for redemption; PROVIDED that if such Optional Redemption Notice is delivered prior to the second anniversary of the Issuance Date, the Company shall pay, in addition to the Redemption Price to which such holders are entitled, an amount calculated by the Company equal to the present value of a series of payments equal to the product of (i) the Class B Invested Amount and (ii) the spread over One-Month LIBOR applicable to the Class B Certificate Rate which would be payable monthly on each Distribution Date in arrears from the Optional Notice Date through the second anniversary of the Issuance Date, discounted at a rate equal to One-Month LIBOR being used to calculate the Class B Certificate Rate on the Optional Notice Date (the "CLASS B REDEMPTION PREMIUM").
(b) At any time before Each Optional Redemption Notice shall specify the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s option, at a Redemption Price equal to the greater of (i) 100% of the aggregate total principal amount of the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, 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) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued the date fixed for redemption and unpaid interest thereon to, but not including, the Redemption Date for such Notes.
(d) On and after any Redemption Date for the Notes, interest will cease to accrue on Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price at which the Class A Certificates and accrued interestthe Class B Certificates, if anyas the case may be, are to be redeemed. On or before prior to the relevant Redemption Date for the NotesOptional Notice Date, the Company shall deposit with the Trustee immediately available funds (or a Paying Agent, funds Eligible Investments which shall mature prior to the date fixed for redemption) sufficient to pay redeem on the date fixed for redemption all the Class A Certificates and the Class B Certificates, so called for redemption at the appropriate Redemption Price of Price, together with the Notes to be redeemed on such applicable Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interestPremium, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part.
(ec) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before If the Redemption Date to each Holder giving of the Notes to be redeemed. Such notice Optional Redemption 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 givenhave been completed as above provided, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01Class A Certificates and/or the Class B Certificates, as applicablethe case may be, 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 date and at the place stated in such notice at the applicable Redemption Price, plus accrued and unpaid interesttogether with the applicable Redemption Premium, if any, toand on and after such date fixed for redemption (unless the Company shall default in the payment of such Class A Certificates and/or the Class B Certificates, but not includingas the case may be, at the Redemption DatePrice, together with the applicable Redemption Premium, if any) interest on the Class A Certificates and/or the Class B Certificates, as the case may be, so called for redemption shall cease to accrue. On presentation and surrender of such Class A Certificates and/or Class B Certificates, as the case may be, at said place of payment in said notice specified, on or after the date fixed for redemption the said Term Certificates shall be paid and redeemed by the Company at the applicable Redemption Price, together with the applicable Redemption Premium to the date fixed for redemption, if any. All Term Certificates surrendered to the Trustee, upon redemption pursuant to the provisions of this Article II, shall be forthwith cancelled by it.
Appears in 1 contract
Optional Redemption. (a) Subject The Company may at any time on or prior to Section 1.02 hereof[●], 2018, unconditionally redeem, in whole but not in part, the provisions Notes at its option at a redemption price of Article 11 100% of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply principal amount thereof plus accrued and unpaid interest thereon to the Notesdate of redemption.
(b) At any time before after [●], 20185, but on or prior to [●], 20216, the Par Call Date, Company may redeem the Notes shall be redeemableat its option, in whole or in part, at the Company’s option, at a Redemption Price redemption price equal to the greater of (i) 100% of the aggregate principal amount of thereof plus the Notes to be redeemed or (ii) the sum of the present values of the Remaining Scheduled PaymentsApplicable Premium as of, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Treasury Rate plus 35 basis points, plus, in the case of each of clause (i) or (ii), and accrued and unpaid interest thereon to, but not including, the Redemption Date for such Notesdate of redemption.
(c) At any time on or after [●], 20217, the Par Call Date, Notes Company shall be redeemablehave the option to redeem the Notes, in whole or in part, at the Company’s election, at a Redemption Price equal to redemption price of 100% of the aggregate principal amount thereof plus accrued and unpaid interest thereon, to the applicable redemption date.
(d) The Company may at any time redeem unconditionally, in whole but not in part, the Notes at a redemption price of 100% of the Notes to be redeemed, principal amount thereof plus accrued and unpaid interest thereon toto the date of redemption (a “Tax Redemption Date”) and all Additional Amounts (as defined in Section 4.21), but not includingif any, then due and which will become due on the Tax Redemption Date for such Notesas 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 as a result of: 5 The six month anniversary of the Restructuring Effective Date. 6 The third anniversary of the Restructuring Effective Date. 7 The third anniversary of the Restructuring Effective Date.
(di) On (1) any change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction to tax, or (2) any change in or amendment to any official position regarding the application or interpretation of such laws, treaties, regulations or rulings, which change or amendment is announced and becomes effective on or after the date of this Indenture (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the date of the Indenture, such later date) (any Redemption Date for such change in (1) or (2) above, a “Change in Tax Law”), and
(ii) such obligation cannot be avoided by the Notes, interest will cease to accrue on Notes Company 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 the Notes, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient such Guarantor taking reasonable measures available to pay the Redemption Price of the Notes to be redeemed on such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in partit.
(e) Notice Notwithstanding the foregoing, no 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 pursuant to Section 3.07(d) may be redeemed. Such notice shall state given earlier than 60 days’ prior to the Redemption Price (earliest date on which the Company could be obligated to pay such Additional Amounts if known) a payment in respect of the Notes or the formula Note Guarantees was then due.
(f) Prior to giving notice of any such redemption 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 givenSection 3.07(d), the actual Redemption Price, calculated as described above in clause Company shall deliver to the Trustee (by) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered stating that it is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to its right to redeem have been satisfied and that the 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 Relevant Taxing Jurisdiction to the effect that the Company (as issuer), Guarantor or any successor entity has been or will become obligated to pay Additional Amounts as a result of a Change of Tax Law.
(g) The Trustee no later than two Business Days prior will accept and shall be entitled to conclusively rely on such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent described above, without further enquiry, in which event it will be conclusive and binding on the Holders.
(h) Any redemption pursuant to this Section 3.07 shall be made pursuant to the Redemption Date. Notice provisions 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 not including, the Redemption DateSection 3.01 through Section 3.06 hereof.
Appears in 1 contract
Sources: Indenture (CGG Marine B.V.)