Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but 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. The Issuer may redeem (a) At any time prior to the Par Call Date, the Notes may be redeemed by the Company, in whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes to be redeemedbeing redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values Remaining Scheduled Payments on such Notes being redeemed (not including any portion of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, as of the redemption date (the “Redemption Date if such Redemption Date is not an Interest Payment Date”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)) at the Adjusted Treasury Rate, using a discount rate equal to as determined by the Treasury Rate Quotation Agent, plus 20 30 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but not includingexcluding, the Redemption Date. .
(b) At any time on or and after the Par Call Date, the Issuer Company may redeem the Notes, in whole or in part, 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, toon the Notes to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a Record Date and on or before the related Interest Payment Date, but not includingthe accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company. On and after the Redemption Date, interest will cease to accrue on Notes or portions thereof called for redemption.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. The Issuer 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 redeem, in accordance with this Article Eleven, all, but not less than all, the Notes in whole or in part, at its option, 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) Exchange Notes or Exchange Debentures may from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to be executed by the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof Company and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior 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) No exchange of 2006 Senior Notes, 2010 Senior Notes or Senior Debentures for Exchange Notes or Exchange Debentures, as the case may be, shall occur until a Registration Statement shall have been declared effective by the Commission and any 2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be cancelled by the Trustee.
SECTION 15. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIFTH SUPPLEMENTAL INDENTURE.
SECTION 16. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 17. Except as herein amended with respect to the Redemption Date. Notice 2006 Senior Notes, 2010 Senior Notes and the Senior Debentures, all applicable terms, conditions and provisions of redemption having been given as provided in the Indenture, the Notes called for redemption as supplemented, shall become due continue in full force and payable on the Redemption Date effect and at the applicable Redemption Price, plus accrued shall remain binding and unpaid interest, if any, to, but not including, the Redemption Dateenforceable in accordance with their respective terms.
Appears in 2 contracts
Sources: Supplemental Indenture (CBS Corp), Fifth Supplemental Indenture (Viacom International Inc /De/)
Optional Redemption. The Issuer may redeem all or, from time to time, a part of the Notes in whole or in partNotes, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be prices equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to be redeemed; orthe redemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that on the Notes mature on the Par Call Date), exclusive being redeemed not including any portion of such payment of interest accrued and unpaid toon the date of redemption, but not including, from the Redemption Date if such Redemption Date is not an Interest Payment Dateredemption 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 20 50 basis points points; over
(such sum to be calculated as set forth in the Indenture), plus, in the case of (ib) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued and unpaid interest thereon to, but not including, . If the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling optional redemption date is 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 after an interest record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notesrelated interest payment date, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, 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. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in of either series shall be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price 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 of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 15 basis points, in the case of the 2016 Notes, 20 basis points (such sum to be calculated as set forth points, in the Indenture)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. At any time on or after the Par Call Date, the Issuer may redeem the Date for such Notes, in whole or in part, 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the a series of Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected 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. .
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but 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. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Seventh Supplemental Indenture, shall apply to the Notes.
(b) At any time before the applicable Par Call Date for a series of Notes, such Notes shall be redeemable, in whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the such Notes to be redeemed; or
redeemed or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 15 basis points, in the case of the 2025 Notes, or 20 basis points (such sum to be calculated as set forth points, in the Indenture)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. Date for such Notes.
(c) At any time on or after the applicable Par Call Date, Notes of the Issuer may redeem the Notesapplicable series shall be redeemable, in whole or in part, at the Company’s election, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. for such Notes.
(d) On and after the any Redemption Date for the a series of Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer 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 Issuer 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 the 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 set forth described above in the Indentureclause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the 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. The Issuer may redeem (a) At any time before December 15, 2022, the Notes Company may, on any one or more occasions, redeem, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed a redemption price equal to the registered address greater of the following amounts, plus, in each Holder case, accrued and unpaid interest, if any, on the principal amount of the Notes being redeemed to, but excluding, the date of redemption or purchase (the “Optional Redemption Date”) pursuant (subject to the following terms: At any time before September 10, 2030 (right of the “Par Call Date”), holders of record on the redemption price will be equal relevant record date to receive interest due on the greater of:relevant interest payment date):
(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 of the principal thereof and interest thereon that would be Remaining Scheduled Payments due after the related Redemption Date but for on such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateNotes, 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 Treasury Rate plus 20 25 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon to, but not including, to the Optional Redemption Date. Calculation of the foregoing shall be made by the Company or on the Company's behalf by such Person as the Company shall designate; provided, however, that such calculation shall not be a duty or obligation of the Trustee.
(b) At any time on or after the Par Call DateDecember 15, 2022, the Issuer may Company may, on any one or more occasions, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, redeemed plus accrued and unpaid interest thereon interest, if any, on the principal amount of the Notes being redeemed to, but not includingexcluding, the date of redemption or purchase (“Par Redemption Date. Notwithstanding ”; and the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Par Redemption Date will be payable on and the Interest Payment Date Optional Redemption date, each, a “Redemption Date”) (subject to the registered Holders as right of the close holders of business record on the relevant record date according to receive interest due on the Notes and the Indenturerelevant interest payment date). On and after the Redemption Date for the NotesDate, interest will cease to accrue on the Notes or any portion portions thereof called for redemption, unless redemption as long as the Issuer defaults Company has deposited with the Paying Agent funds in the payment satisfaction of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any 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 pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateprice.
Appears in 1 contract
Sources: Second Supplemental Indenture (Maxim Integrated Products Inc)
Optional Redemption. The Issuer may redeem Class A Notes and the Class B Notes are subject to redemption, in whole or in partwhole, prior to the respective Final Scheduled Payment Dates, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder option of the Notes (Issuer, acting at the “Redemption Date”) pursuant to direction of the following terms: At Administrator, as long as COAF or an affiliate of COAF is the Administrator, on any time before September 10, 2030 (Payment Date on which the “Par Call Date”), Aggregate Receivables Balance at the redemption price will end of the related Collection Period shall be less than or equal to 10% of the greater of:
initial Aggregate Receivables Balance on the Closing Date plus the initial amount deposited into Pre-Funding Account on the Closing Date, upon (i) 100% delivery to the Indenture Trustee, the Swap Counterparty (unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full) and the Note Insurer, not less than twenty (20) days prior to the date fixed for redemption, of an Officer's Certificate from the aggregate principal amount of Issuer stating the Issuer's election to redeem the Class A Notes to be redeemed; or
and the Class B Notes, (ii) the deposit by the Issuer into the Revenue Fund, to the extent of any shortfall therein, or the direction by the Issuer 84 2003-A Indenture to the Indenture Trustee to transfer funds from the Reserve Fund for deposit into the Revenue Fund, an amount equal to the sum of (A) the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be Class A Note Interest due after the related Redemption Date but for on such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted (B) the Aggregate Outstanding Principal Balance of the Class A Notes, (C) all Premiums, fees, expenses, Reimbursement Obligations and any other amount due to the Redemption Date on a semi-annual basis Note Insurer, (assuming a 360-day year consisting D) the Aggregate Outstanding Principal Balance of twelve 30-day months)the Class B Notes, using a discount rate equal (E) to the Treasury Swap Counterparty, any other fees, expenses and other amounts payable upon optional redemption, including reimbursement of all Swap Termination Payments paid under the Swap Policy and including all Swap Termination Payments under any previously terminated Interest Rate plus 20 basis points Swap Agreement, as certified to the Issuer and the Note Insurer by the Servicer and (such sum F) to be calculated as set forth the Indenture Trustee and the Servicer any fees, expenses and other amounts payable upon optional redemption and (iii) payment of the amounts and to the Persons specified in the Indenture), plus, in the case of (i) or clause (ii), accrued and unpaid interest thereon to, but not including, . No optional redemption shall be permitted without the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% prior written consent of the aggregate principal amount Note Insurer if it would result in a draw on the Note Policy. Upon receipt of such amounts the Indenture Trustee shall (x) make the final payment in full to the Class A Noteholders and the Class B Noteholders as described herein and in the order of priority set forth above, (y) pay to the appropriate parties all Premiums, Swap Termination Payments, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due and (z) only if the Aggregate Outstanding Principal Balance 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 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 Class A Notes and the Indenture. On and after Aggregate Outstanding Principal Balance of the Redemption Date for the NotesClass B Notes have been reduced to zero, all interest will cease to accrue accrued on the Class A Notes or has been paid in full and all such Premiums, fees and expenses, reimbursement of all Swap Termination Payments paid under the Swap Policy and Reimbursement Obligations then due have been paid in full and all Interest Rate Swap Agreement has been terminated and all amounts payable to the Swap Counterparty, including, without limitation, all Swap Termination Payments under any portion thereof called for redemptionpreviously terminated Interest Rate Swap Agreement, unless the Issuer defaults have been paid in full, release any remaining assets in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered Trust Property 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 DateResidual Interestholder.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of either series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)of either series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 15 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)the 2027 Notes and 20 basis points in the case of the 2032 Notes; 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. At any time on or On and after the their applicable Par Call Date, the Issuer may redeem the NotesNotes of either series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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 either series of Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a any Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after the applicable Optional Redemption Date for either series of the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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 part. applicable 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer may redeem the Notes in whole or in part, at its option, at At any time or from time to time prior to maturity on at least 15 daysJuly 15, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, 2018 the Issuer may at its option redeem the New Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the New Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to (but not including) the redemption date (a “Make-Whole Redemption”). The Issuer will give not less than thirty five (35) days’ or more than sixty (60) days’ notice of any Make-Whole Redemption. At any time and from time to time prior to July 15, 2018, the Issuer may redeem up to 35% of the aggregate principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, with the Redemption Date. Notwithstanding the foregoing, installments Net Cash Proceeds of interest on Notes that are due and payable on Interest Payment Dates falling on one or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as more sales of Common Stock of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes Parent Guarantor or any portion thereof called for redemption, unless the Issuer defaults in the payment an Equity Offering at a redemption price of 109% of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption PriceNew Notes, plus accrued and unpaid interest, if any, to, to (but not including) the redemption date (an “Equity Claw-Back Redemption”); provided that at least 65% of the aggregate principal amount of the New Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within sixty (60) days after the closing of the related Equity Offering. The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice of any Equity Claw-Back Redemption. The Trustee will select New Notes for redemption pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, all in accordance with the procedures of DTC. A New Note of U.S.$2,000 in principal amount or less shall not be redeemed in part. If any New Note is to be redeemed in part only, the Redemption Datenotice of redemption relating to such Note will state the portion of the principal amount to be redeemed. A new New Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original New Note. On and after the redemption date, interest will cease to accrue on New Notes or portions thereof called for redemption. At any time and from time to time on or after July 15, 2018, the Issuer may redeem the New Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on February 2 of the years indicated below. 2018 105.250 % 2019 102.625 % 2020 and thereafter 100.000 % A Note of U.S.$1,000 in principal amount or less shall not be redeemed in part. If any New Note is to be redeemed in part only, the notice of redemption relating to such New Note will state the portion of the principal amount to be redeemed. A new New Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original New Note. On and after the redemption date, interest will cease to accrue on New Notes or portions thereof called for redemption.
Appears in 1 contract
Sources: Indenture (Camposol Holding PLC)
Optional Redemption. The Issuer (a) At any time, and from time to time, prior to the Par Call Date in respect of a series of Fixed Rate Notes, the Company may redeem the Fixed Rate Notes of such series, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Fixed Rate Notes to be redeemed; or
, and (ii) the sum of the present values Remaining Scheduled Payments of the remaining scheduled payments of Fixed Rate Notes to be redeemed from the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on to the Par Call Date), exclusive Date of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, series of Fixed Rate 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 ) at the applicable Treasury Rate plus 20 basis points (the Make-Whole Basis Points applicable to such sum to be calculated as set forth in the Indenture)series of Fixed Rate Notes, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but not includingexcluding, the Redemption Date. Date (the “Make-Whole Redemption Price”).
(b) At any time on or after the Par Call DateDate in respect of a series of Fixed Rate Notes, the Issuer Company may redeem the Fixed Rate Notes of such series, in whole or in part, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes being redeemed, plus accrued and unpaid interest, if any, on the principal amount of the Fixed Rate Notes being redeemed to, but excluding, the Redemption Date.
(c) At any time on or after April 5, 2021, the Company may redeem the Floating Rate Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Floating Rate Notes to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the principal amount of the Floating Rate Notes being redeemed, to, but not includingexcluding, the Redemption Date.
(d) Notice of redemption shall be mailed or otherwise delivered in accordance with the applicable procedures of DTC in accordance with Section 1104 of the Base Indenture not less than 10 days nor more than 60 days prior to the Redemption Date to each Holder of the Notes to be redeemed. Notwithstanding If less than all of the foregoingNotes then Outstanding of any series are to be redeemed, installments the Trustee will select the particular Notes or portions thereof in accordance with Section 1104 of interest on Notes that are due and payable on Interest Payment Dates falling the Base Indenture. If the Redemption Date is on or prior to after a Redemption Record Date will be payable and on or before the related Interest Payment Date or Floating Rate Interest Payment Date, as applicable, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered Holders as of 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 relevant record date according to Company. Unless the Notes and the Indenture. On and after Company defaults in payment of the Redemption Date for the NotesPrice, interest will cease to accrue on the Notes or any portion thereof of the Notes called for redemption, unless redemption on and after the Issuer defaults in the payment of the applicable Redemption Price and accrued interest, if anyDate. On or before the a Redemption Date for the NotesDate, the Issuer shall Company will deposit with the Trustee or a Paying Agent, funds Agent (or the Trustee) money sufficient to pay the Redemption Price of the Notes to be redeemed on that date.
(e) For the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all purposes of the Notes are to be redeemedthis Section, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 terms below are defined as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.follows:
Appears in 1 contract
Optional Redemption. The (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer may has the right, but not the obligation, to redeem the a Series or Class of Notes in whole but not in part on (i) 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) any other Payment Date as contemplated in the applicable Indenture Supplement. If the Issuer, at the direction of the Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of Notes) and the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed will equal the Redemption Amount, the payment of which will be subject to the allocations, deposits and payments sections of the related Indenture Supplement, if any. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, at its optionby the Issuer, at through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder or, on any time or from time to time Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to maturity on the end of such Revolving Period or at least 15 other times specified in the related Indenture Supplement upon ten (10) days, but not more than 60 days, ’ prior notice electronically delivered or mailed to the registered address of each Holder 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) pursuant If necessary to satisfy the following terms: At any time before September 10, 2030 (the “Par Call Date”)Collateral Test, the redemption price will Notes of any Series or Class of Variable Funding Notes shall be equal subject to repayment by 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesIssuer, in whole or in part, at a redemption price equal up to 100% the amount necessary to satisfy the Collateral Test, using any other cash or funds 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 will be payable Issuer other than Collections on the Interest Payment Date Receivables, upon one (1) Business Day’s prior notice from the Issuer to the registered Holders as Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(d) shall reduce the principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the close Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of business on the relevant record date according to the such Variable Funding Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, Issuer) and (except if the Redemption Date shall ii) may be an Interest Payment Date) accrued interest, if any. If less than all made on a non-pro rata basis with other Series of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateVariable Funding Notes.
Appears in 1 contract
Optional Redemption. The Issuer may Company may, at its option, redeem the Notes Notes, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be at a Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the any Notes to be redeemed; or
and (ii) the sum of the present values of the remaining scheduled payments of principal of (or the portion of the principal thereof of) and interest thereon on the Notes to be redeemed that would be have been due after the related Redemption Date but for such redemption (assuming, for this purpose, that if the Notes mature matured on the Par Call Date), exclusive of interest not including accrued and unpaid interest, if any, to the Redemption Date, discounted to the Redemption Date on an annual basis (ACTUAL/ACTUAL (ICMA)) at a rate equal to the sum of the Comparable Government Bond Rate plus 0.25%, plus, in each case, accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the Redemption Date if such Redemption (subject to the right of Holders of record on the relevant Regular Record Date is not an to receive interest due on any Interest Payment Date, discounted Date that is on or prior to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day monthsDate), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on On or after the Par Call Date, the Issuer may Company may, at its option, redeem the Notes, in whole or in part, at a redemption price 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 including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, 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). Any redemption or notice thereof pursuant to Section 2.06 of the Twenty-Eighth Supplemental Indenture may, at the 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.
Appears in 1 contract
Sources: Supplemental Indenture (Fidelity National Information Services, Inc.)
Optional Redemption. (a) The Issuer may redeem provisions of Article Three of the Base Indenture, as amended by the provisions of this Seventh Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) The Notes shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Notes, the redemption price will be Company shall pay an Optional 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 the principal thereof and interest thereon that would Notes to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (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. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. .
(c) Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before the Optional Redemption Date for the Notes, the Issuer 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 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 part. Base 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 set forth described above in the Indentureclause (b) or (c), as applicable, shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article Eleven of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Notes.
(b) The 2013 Notes, the 2015 Notes and the 2020 Notes shall be redeemable, in each case, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Notes, the redemption price will be Company shall pay a Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2013 Notes, the 2015 Notes or the 2020 Notes to be redeemed; or, as the case may be, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including2013 Notes, the Redemption Date if such Redemption Date is not an Interest Payment Date2015 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 20 30 basis points (such sum to be calculated as set forth in the Indenture)case of the 2013 Notes, 30 basis points in the case of the 2015 Notes and 35 basis points in the case of the 2020 Notes, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, 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 will shall be payable on the Interest Payment Date to the registered Holders holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the Notes, interest will shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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 part. Base Indenture.
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer may redeem (i) Whenever the Notes Interest Rate Mode for Bonds is the Daily Rate, Weekly Rate or Semi-Annual Rate, such Bonds shall be subject to redemption at the option of the Issuer, upon the direction of the Company, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater of:
(i) of 100% of the aggregate principal amount of the Notes to be redeemed; orthereof on any Interest Payment Date.
(ii) Whenever the sum Interest Rate Mode for Bonds is the Dutch Auction Rate, such Bonds shall be subject to redemption at the option of the present values Issuer, upon the direction of the remaining scheduled payments Company, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus interest accrued, if any, to the redemption date, on the Business Day immediately succeeding any Auction Date.
(iii) Whenever the Interest Rate Mode for a Bond is the Commercial Paper Rate, such Bond shall be subject to redemption at the option of the Issuer, upon the direction of the Company, in whole or in part, at a redemption price of 100% of the principal amount thereof and interest thereon on the Interest Payment Date for each Commercial Paper Rate Period for that would Bond.
(iv) Whenever the Interest Rate Mode for Bonds is the Annual Rate, such Bonds shall be due after subject to redemption at the related Redemption option of the Issuer, upon the direction of the Company, in whole or in part at a redemption price equal to 100% of the principal amount thereof on the final Interest Payment Date but for such Annual Rate Period.
(v) Whenever the Interest Rate Mode for Bonds is the Two-Year Rate, such Bonds shall be subject to redemption (assumingat the option of the Issuer, for this purposeupon the direction of the Company, that in whole or in part , at a redemption price equal to 100% of the Notes mature principal amount thereof on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an final Interest Payment DateDate for such Two-Year Rate Period.
(vi) Whenever the Interest Rate Mode for Bonds is the Three-Year Rate, discounted such Bonds shall be subject to redemption at the Redemption Date on a semi-annual basis (assuming a 360-day year consisting option of twelve 30-day months)the Issuer, using a discount rate equal to upon the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in direction of the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesCompany, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount thereof on the final Interest Payment Date for such Three-Year Rate Period.
(vii) Whenever the Interest Rate Mode for Bonds is the Five-Year Rate, such Bonds shall be subject to redemption at the option of the Notes Issuer, upon the direction of the Company, in whole or in part, at a redemption price equal to 100% of the principal amount thereof on the final Interest Payment Date for such Five-Year Rate Period.
(viii) Whenever the Interest Rate Mode for Bonds is the Long-Term Rate, such Bonds shall be redeemedsubject to redemption at the option of the Issuer, upon the direction of the Company, in whole or in part, (A) on the final Interest Payment Date for such Long-Term Rate Period, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date of redemption and (B) prior to the end of the then current Long-Term Rate Period at any time during the redemption periods and at the redemption prices set forth below, plus accrued interest accrued, if any, to the redemption date: Original Length of Current Long-Term Rate Period (Years) Commencement of Redemption Period Redemption Price as Percentage of Principal More than 15 years Tenth anniversary of com-mencement of Long-Term Rate Period 100% Greater than 10 years but equal to or less than 15 years Fifth anniversary of com- mencement of Long-Term Rate Period 100% Equal to or less than 10 years Non-callable Non-callable If the Company has given notice of a change in the Long-Term Rate Period pursuant to Section 2.02(d) or notice of Conversion of the Interest Rate Mode for the Bonds to the Long-Term Rate pursuant to Section 2.02(e) and, at least forty (40) days prior to such change in the Long-Term Rate Period for the Bonds or such Conversion of an Interest Rate Mode for the Bonds to the Long-Term Rate the Company has provided (i) a certification of the Remarketing Agent to the Trustee and unpaid interest thereon to, but the Issuer that the foregoing schedule is not including, consistent with Prevailing Market Conditions and (ii) an opinion of Bond Counsel addressed to the Redemption Date. Notwithstanding Trustee and the foregoing, installments Issuer that a change in the redemption provisions of the Bonds will not adversely affect the exclusion from gross income of interest on Notes that are due the Bonds for federal income tax purposes, the foregoing redemption periods and payable on Interest Payment Dates falling on or prior to a Redemption Date will redemption prices may be payable on the Interest Payment Date to the registered Holders revised, effective as of the close date of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults such change in the payment of Long-Term Rate Period or the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Conversion Date, and (except if as determined by the Redemption Date shall be an Interest Payment Date) accrued interestRemarketing Agent in its judgment, if any. If less than all of taking into account the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 then Prevailing Market Conditions as set forth in the Indenturesuch certification, which shall be set forth in an Officers’ Certificate appended by the Trustee to its counterpart of this Indenture. Any such revision of the Issuer delivered redemption periods and redemption prices shall not be considered an amendment of or a supplement to this Indenture and shall not require the Trustee no later than two Business Days prior to the Redemption Date. Notice consent 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 Dateany Bondholder or any other Person or entity.
Appears in 1 contract
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in of any series shall be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price 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 of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 basis points (such sum to be calculated as set forth points, in the Indenture)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. At any time on or after the Par Call Date, the Issuer may redeem the Date for such Notes, in whole or in part, 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the a series of Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected in accordance with by the procedures of Trustee by lot, on a pro-rata basis or 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. The Company need not issue, authenticate, register the transfer of or exchange any Notes or portions thereof for a period of fifteen (15) days before the electronic delivery or mailing of a notice of redemption, nor need the Company register the transfer or exchange of any Note selected for redemption in whole or in part.
(d) Notice of any redemption 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 set forth described above in the Indentureclause (b), 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 (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer may has the right, but not the obligation, to redeem the at any time a Series or Class of Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes part (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plusso long as, in the case of any partial redemption, such redemption is funded using the proceeds (i) from the issuance and sale of a new Series or Class of Notes issued hereunder, (ii) received following a VFN Note Balance Adjustment Request or (iiiii) cash or funds received by the Issuer through contribution by the Administrator regardless of the source of such cash or funds used hereunder; provided that such amounts are not cash or funds constituting Collections on the Receivables in the Trust Estate) (such date of redemption, a “Redemption Payment Date”) upon the payment of the applicable Redemption Amount. If the Issuer elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), the Administrator will cause the Issuer to notify the Indenture Trustee and the Noteholders of such redemption at least seven (7) days (or at other times specified in the related Indenture Supplement) 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 by the Administrator on behalf of the Issuer to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the related Indenture Supplement, and the Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest thereon toand other amounts due in respect of the Notes , but not includingis paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the Redemption Date. At 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 time on or after 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 redeem declare such Class no longer Outstanding, in which case the NotesNoteholder 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 or in part, by the Issuer, on any Business Day after the date on which the related Revolving Period ends, and on any Business Day within 10 days prior to the end of such Revolving Period or at a other times specified in the related Indenture Supplement upon 10 days’ (or other times specified in the related Indenture Supplement) prior notice to the Indenture Trustee and the Indenture Trustee shall promptly make available on its website such notice of optional redemption price equal to 100% the Noteholders. Following issuance of the aggregate principal amount Redemption Notice by the Issuer pursuant to Section 13.2(b) below, the Issuer shall be required to purchase the applicable portion of the 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 the Issuer elects to be redeemed, plus accrued redeem any Series or Class of Notes pursuant to this Section 13.1 and unpaid interest thereon to, but not includingany Indenture Supplement, the Redemption DateIssuer shall redeem such Series or Class of Notes through (i) a Permitted Refinancing or the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, (ii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement or (iii) cash or funds received by the Issuer through contribution by the Administrator; provided that such amounts are not cash or funds constituting Collections on the Receivables in the Trust Estate. 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 Partial redemptions will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in effected through the payment of the applicable Partial Redemption Price and accrued interestAmount, if any. On as principal on the related Series or before the Redemption Date for the Notes, pro rata.
(e) Notwithstanding any other provision of this Indenture, the early redemption rights of the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in this Section 13.1 are in addition to the Indenture, shall be Issuer’s rights set forth in an Officers’ Certificate of Section 2.1(c)(ii) to remove as Collateral 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 Receivables 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 DateTrust Estate.
Appears in 1 contract
Optional Redemption. The Issuer may redeem (a) On any Distribution Date the Notes in whole or in partCompany may, at its option, redeem at any time or from time all of the Term Certificates by delivering an irrevocable written notice (an "OPTIONAL REDEMPTION NOTICE") to time the Trustee and the Servicer on such date (the "OPTIONAL NOTICE DATE"; which date shall not be less than 10 days prior to maturity on the date fixed for redemption) at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater ofto:
(i) 100% for the Class A Certificateholders, the 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 aggregate principal 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 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 Notes Issuance Date, discounted at a rate equal to be redeemedOne-Month LIBOR being used to calculate the Class A Certificate Rate on the Optional Notice Date (the "CLASS A REDEMPTION PREMIUM"); orand
(ii) for the sum 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 present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Issuance Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateCompany shall pay, discounted in addition to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)Price to which such holders are entitled, using a discount rate an amount calculated by the Company equal to the Treasury Rate plus 20 basis points (such sum present value of a series of payments equal to be calculated as set forth in the Indenture), plus, in the case product of (i) or the Class B Invested Amount and (ii), accrued and unpaid interest thereon to, but not including, ) the Redemption Date. At any time spread over One-Month LIBOR applicable to the Class B Certificate Rate which would be payable monthly on or after each Distribution Date in arrears from the Par Call Optional Notice Date through the second anniversary of the Issuance Date, the Issuer may redeem the Notes, in whole or in part, discounted at a redemption price rate equal to 100% of One-Month LIBOR being used to calculate the aggregate Class B Certificate Rate on the Optional Notice Date (the "CLASS B REDEMPTION PREMIUM").
(b) Each Optional Redemption Notice shall specify the total 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 DatePrice at which the Class A Certificates and the Class B Certificates, as the case may be, are to be redeemed. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on On or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the NotesOptional Notice Date, the Issuer 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 the Redemption Price of the Notes to be redeemed 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 DatePrice, and (except if together with the applicable Redemption Date shall be an Interest Payment Date) accrued interestPremium, if any. .
(c) If less than all the giving of the Notes are to be redeemedOptional Redemption Notice shall have been completed as above provided, the Notes to be redeemed shall be selected in accordance with Class A Certificates and/or the procedures of Class B Certificates, as the Depositary; providedcase may be, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date 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. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10January 25, 2030 2027 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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. The Issuer (a) To the extent not expressly amended or modified by this Supplemental Indenture with respect to the Senior Notes, the Original Indenture, including Article XI therein, shall apply to any redemption of the Senior Notes.
(b) Prior to the Par Call Date, the Company may redeem the Senior Notes at its option, in whole or in part, at its option, at any time or and from time to time prior time, at a Redemption Price (expressed as a percentage of principal amount and rounded to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”three decimal places) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
(iiA) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would on the Senior Notes to be due after redeemed discounted to the related Redemption Date but for such redemption (assuming, for this purpose, that assuming the Senior Notes mature matured on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Treasury Rate plus 20 30 basis points less (such sum B) interest accrued to the Redemption Date, and (ii) 100% of the principal amount of the Senior Notes to be calculated as set forth in the Indenture)redeemed, plus, in the case of each of clauses (i) or and (ii), accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on .
(c) On or after the Par Call Date, the Issuer Company may redeem the NotesSenior Notes at the its option, in whole or in part, at any time and from time to time at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Senior Notes to be being redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. for such Senior Notes.
(d) On and after the Redemption Date for the NotesDate, interest will cease to accrue on the such Senior Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the NotesDate, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the such Senior Notes to be redeemed on the such Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all .
(e) In the case of a partial redemption, selection of the Senior Notes are to for redemption will be redeemedmade pro rata, by lot or by such other method as the Notes to be redeemed shall be selected Trustee in accordance with the procedures of the Depositary; provided, however, that in no event shall its sole discretion deems appropriate and fair. No Senior Notes of a principal amount of $2,000 or less will be redeemed in part. If any Senior Note is to be redeemed in part only, the notice of redemption that relates to the Senior Note will state the portion of the principal amount of the Senior Note to be redeemed. A new Senior Note in a principal amount equal to the unredeemed portion of the Senior Note will be issued in the name of the holder of the Senior Note upon surrender for cancellation of the original Senior Note. For so long as the Senior Notes are in global form, the redemption of the Senior Notes shall be done in accordance with the rules and procedures of the Depositary that apply to such redemption.
(f) Notice of any redemption shall be electronically delivered or mailed (or otherwise sent in accordance with the rules and procedures of the Depositary that apply to such redemption), at least 15 10 days but not more than 60 days before the Redemption Date to each Holder of the Senior Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth described above in the Indenture, clause (c) of this Section 2.4 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 Subject to the last paragraph of Section 11.4 of the Original Indenture, notice of redemption having been given as provided in the Original Indenture, the Senior Notes called for redemption shall become due and payable on the relevant Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(g) The Trustee shall have no responsibility for any calculation or determination in respect of the Redemption Price of any Senior Note, or any component thereof or otherwise hereunder, and shall be entitled to receive, and fully protected in relying upon, an Officer’s Certificate from the Company that states such Redemption Price.
(h) The Senior Notes will be redeemable, at the option of the Company, at any time as a whole but not in part, upon not less than 10 nor more than 60 days’ prior notice to the Holders of the Senior Notes, on any date prior to their maturity, at 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Redemption Date, in the event that the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Senior Notes, any Additional Amounts as a result of: (i) a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Taxing Jurisdiction, which change or amendment is announced after June 26, 2024; or (ii) any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after June 26, 2024, and, in each case, the Company cannot avoid such obligation by taking reasonable measures available to it. Installments of interest on the Senior Notes for which the Redemption Date is after a Regular Record Date and on or before the following Interest Payment Date shall be payable to the Holders of such Senior Notes registered as such at the close of business on the Regular Record Date therefor. Before the Company publishes or delivers any notice of redemption of the Senior Notes, it shall deliver to the Trustee an Officers’ Certificate to the effect that the Company cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an Opinion of Counsel stating that the Company would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article Three of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) The Notes shall be redeemable, in each case, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Notes, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2016 Notes, 2021 Notes or the 2041 Notes to be redeemed; or, as the case may be, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would 2016 Notes, 2021 Notes or the 2041 Notes to be due after redeemed, as the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Datecase 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 15 basis points in the case of the 2016 Notes, 20 basis points (such sum to be calculated as set forth in the Indenture)case of the 2021 Notes and 30 basis points in the case of the 2041 Notes, plus, in the case of (i) or (ii)addition to such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered Holders as of such at the close of business on the relevant applicable record date according pursuant to the Notes and the Indenture. .
(c) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Issuer 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 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 part. Base Indenture.
(d) 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 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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 (Applied Materials Inc /De)
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 3 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
(b) At any time before the Par Call Date, the Notes in shall be redeemable, as a whole or in part, at its option, at any time or from time to time prior to maturity on in part, at least 15 daysthe Company’s option, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the at a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the applicable Notes to be redeemed; or
redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateNotes, 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 20 30 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Dateredemption date for such Notes. 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.
(c) On or after the Par Call Date, the Issuer may redeem the NotesNotes shall be redeemable, in as a whole at any time or from time to time in part, at the Company’s option, at a redemption price equal to 100% of the aggregate principal amount of the applicable Notes to be redeemed, plus in each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. redemption date for such Notes.
(d) Notwithstanding the foregoingSection 4.01(b) and Section 4.01(c) above, installments of interest on the Notes that are due and payable on Interest Payment Dates interest payment dates falling on or prior to a Redemption Date will redemption date shall be payable on the Interest Payment Date interest payment date to the registered Holders as of the close of business on the relevant record date according to Record Date in accordance with the provisions of such Notes and the Indenture. .
(e) On and after the Redemption Date redemption date for the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price redemption price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. .
(f) 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 set forth described above in the IndentureSection 4.01(b) or Section 4.01(c), as applicable, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption 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) The Issuer Floating Rate Notes may redeem not be redeemed prior to maturity.
(b) Before the date that is three months (with respect to the 2024 Notes) or six months (with respect to the 2044 Notes) prior to the applicable maturity date for such series of Fixed Rate Notes, the Fixed Rate Notes of each series will be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the Company’s option at a redemption price will be equal to the greater of:
(i) 100% of the aggregate principal amount of the Fixed Rate Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for on such redemption Fixed Rate Notes (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive not including any portion of such payments of interest accrued and unpaid to, but not including, as of the Redemption Date if such Redemption Date is not an Interest Payment Datedate of redemption), discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)) at the Treasury Rate, using a discount rate equal plus 15 basis points with respect to the Treasury Rate plus 2024 Notes and 20 basis points (such sum with respect to be calculated as set forth in the Indenture), 2044 Notes; plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on date of redemption.
(c) On or after the Par Call Datedate that is three months (with respect to the 2024 Notes) or six months (with respect to the 2044 Notes) prior to the applicable maturity date for such series of Fixed Rate Notes, the Issuer may redeem the NotesFixed Rate Notes of each series will be redeemable, in whole at any time or in partpart from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, Company’s option at par plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. date of redemption.
(d) Notwithstanding the foregoing, installments of interest on the Fixed Rate Notes that are due and payable on Fixed Rate Note Interest Payment Dates falling on or prior to a Redemption Date redemption date will be payable on the Fixed Rate Note Interest Payment Date to the registered Holders holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and date.
(except if the Redemption Date shall be an Interest Payment Datee) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall will be electronically delivered or mailed transmitted at least 15 30 days but not more than 60 days before the Redemption Date set forth in such notice to each Holder registered holder of the 2024 Notes and/or the 2044 Notes, as the case may be, to be redeemed. Such notice shall state Unless the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth Company defaults in the Indenture, shall be set forth in an Officers’ Certificate payment 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 Indentureprice, the Notes called for redemption shall become due on and payable on the Redemption Date and at after the applicable Redemption PriceDate, plus accrued and unpaid interest, if any, to, but not includinginterest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption. If less than all of the Fixed Rate Notes of a series are to be redeemed, the Redemption DateFixed Rate Notes of that series to be redeemed shall be selected by the Trustee by a method the Trustee deems to be fair and appropriate and in accordance with the procedures of DTC.
Appears in 1 contract
Optional Redemption. The Issuer may redeem At any time and from time to time prior to the Notes Final Maturity Date, the Securities of this series shall be redeemable, in whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed; or
, or (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for (not including any portion of such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive payments of interest accrued and unpaid to, but not including, as of the Redemption Date if such Redemption Date is not an Interest Payment Date), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Adjusted Treasury Rate plus 20 15 basis points (such sum to be calculated as set forth points; in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemedeach case, plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date. Notwithstanding Notice of any such redemption shall be given by mail to Holders of the foregoingSecurities to be redeemed, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or not less than 30 days nor more than 60 days prior to a the Redemption Date will be payable on the Interest Payment Date to the registered Holders Date, all as of the close of business on the relevant record date according to the Notes and provided in the Indenture. On and after the Redemption Date for the NotesSecurities or any portion thereof called for redemption, as applicable, interest will shall cease to accrue on the Notes such Securities or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notessuch Securities or any portion thereof called for redemption, the Issuer 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 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”a) pursuant to the following terms: At any time before September 10March 15, 2030 2033 (the “Par Call Date”), the redemption price will be Issuer may redeem the Notes in whole or in part at a Redemption Price (calculated by the Issuer) equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes to be being redeemed; orand
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon in respect of the Notes being redeemed that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that if the Notes mature being redeemed matured on the Par Call Date), Date (exclusive of interest accrued and unpaid to, but not including, to the Redemption Date if such Redemption Date is not an and assuming that the maturity date for the Notes and the last Interest Payment Date in respect thereof is the Par Call 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 plus 20 35 basis points (such sum to be calculated as set forth in the Indenture), points; plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, Notes in whole or in part, part at a redemption price 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 including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
(b) At least fifteen (15) days but not more than sixty (60) days before a Redemption Date, the Issuer shall give or cause to be given a notice of redemption to each Holder whose Notes are to be redeemed, in accordance with the provisions of Section 3.4 of the Base Indenture. Notice of any redemption of Notes in connection with a corporate transaction (including, but not limited to, any equity offering, an incurrence of indebtedness or a change of control) may, at the Issuer’s discretion, be given prior to the completion thereof and any such redemption may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date. If any such condition precedent has not been satisfied, the Issuer will provide written notice to the Trustee prior to the close of business two (2) Business Days prior to the Redemption Date. Upon receipt of such notice, the notice of redemption shall be rescinded and the redemption of the Notes shall not occur. Upon receipt, the Trustee shall give such notice to each Holder of the Notes in the same manner in which the notice of redemption was given. Except as set forth in this paragraph (c), the terms of Article III of the Base Indenture shall govern any redemption of the Notes.
Appears in 1 contract
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in of either series shall be redeemable, as a whole or in part, at its the Company’s option, at . The Redemption Price for any time or from time to time Notes redeemed prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Applicable Par Call Date”), the redemption price 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 10 basis points (such sum to be calculated as set forth points, in the Indenture)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 DateDate for such Notes. At any time on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the 2029 Notes or the 2049 Notes, as the case may be, to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. for such Notes.
(c) On and after the Redemption Date for the a series of Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes of a series are to be redeemed, the Notes to be redeemed shall be selected by 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.
(d) 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 set forth described above in the Indentureclause (b), 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.
(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. The Issuer may redeem Bonds shall be subject to redemption at the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder option of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesIssuer, in whole or in part, and if in part in Authorized Denominations, at the direction of the Company, from funds available for such purpose in the Bond Fund, as follows:
(i) If the Bonds accrue interest at Commercial Paper Rates, the Bonds shall be subject to optional redemption on any Interest Payment Date applicable to a particular Bond at an optional redemption price equal to 100% of the aggregate principal amount of the Notes thereof, together with accrued interest to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding .
(ii) If the foregoingBonds accrue interest at Daily or Weekly Rates, installments the Bonds shall be subject to optional redemption on any Business Day at an optional redemption price equal to 100% of the principal amount thereof, together with accrued interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a the Redemption Date will Date.
(iii) While the Bonds accrue interest at the Initial Multiannual Rate, the Bonds shall be payable subject to optional redemption on the Interest Payment Date to day after the registered Holders as end of each Multiannual Rate Period at the redemption price of 100% of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notesprincipal amount thereof, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and together with accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date.
(iv) If the Bonds accrue interest at a Multiannual Rate other than the Initial Multiannual Rate, and (except if the Redemption Date Bonds shall be an Interest Payment Datesubject to optional redemption (A) at any time on and after the dates and at the optional redemption prices set forth below, together with accrued interest, if any. If less than all of the Notes are , to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and (B) on the day after the end of each Multiannual Rate Period at the applicable Redemption Priceredemption price of 100% of the principal amount thereof, plus together with accrued and unpaid interest, if any, toto the Redemption Date: Length of Multiannual Rate Commencement of Period Redemption Period Redemption Price ---------------------------------- --------------------------------- ------------------------------- Greater than or equal to 17 Tenth anniversary of the 101%, declining by 1% on each years commencement date of the succeeding anniversary of the Multiannual Rate Period first day of the redemption period until reaching 100% and thereafter at 100% Less than 17 years and greater Fifth anniversary of the 101%, declining by 1% on each than or equal to 8 years commencement date of the succeeding anniversary of the Multiannual Rate Period first day of the redemption period until reaching 100% and thereafter at 100% Length of Multiannual Rate Commencement of Period Redemption Period Redemption Price ---------------------------------- --------------------------------- ------------------------------- Less than 8 years but greater Third anniversary of the 100% than 5 years commencement date of the Multiannual Rate Period Less than or equal to 5 years Bonds not includingsubject to optional redemption until commencement of next Multiannual Rate Period In connection with a conversion of the Bonds to the Multiannual Rate or in connection with the establishment of a new Multiannual Rate Period, the Remarketing Agent, upon the request of the Company (which request shall not unreasonably be refused) and in order to achieve the lowest interest rate which, in the judgment of the Remarketing Agent, on the basis of current financial market conditions as to interest rates and redemption periods, would permit the sale of the Bonds so converted at par plus accrued interest, may deliver to the Issuer and the Trustee an alternative redemption schedule to that shown above, provided that the Company delivers to the Issuer, the Remarketing Agent, the Bank (if a Letter of Credit is in effect) and the Trustee a Favorable Opinion with respect to the alternative schedule of redemption. Prior to such conversion, the Trustee shall insert the appropriate optional redemption provisions as described above in the form of Bonds. After the Conversion Date succeeding the delivery of such alternative schedule and receipt of such Favorable Opinion, the Bonds shall be subject to redemption in accordance with the provisions of such alternative schedule. If a Letter of Credit is then in effect and the redemption price includes any premium, the right of the Company to direct an optional redemption is subject to the condition that the Trustee has received, prior to the date on which notice of redemption is required to be given to Registered Owners, written confirmation from the Bank that it can draw under the Letter of Credit on the proposed Redemption Date in an aggregate amount sufficient to cover the principal of the Bonds, any premium on the Bonds (to the extent, if any, that there is coverage of premium under the Letter of Credit) and interest coming due on the Bonds on the Redemption Date.
Appears in 1 contract
Sources: Trust Indenture (Txu Energy Co LLC)
Optional Redemption. (a) The Issuer may redeem provisions of Article Three of the Base Indenture, as amended by the provisions of this Twelfth Supplemental Indenture, shall apply to the Notes in whole or in part, at its option, at with respect to this Section 1.3.
(b) At any time or and from time to time prior to maturity the Par Call Date, the Company shall have the right to redeem at its option the Notes, in whole at any time or in part from time to time, on at least 15 days, days but not no more than 60 days, days prior written notice electronically delivered or mailed transmitted to the registered address of each Holder holders of the Notes (to be redeemed. Upon redemption of the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Notes, the redemption price will be Company shall pay an Optional 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 the principal thereof and interest thereon that would Notes to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 25 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (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. At any time In addition, on or after the Par Call Date, the Issuer may redeem the NotesNotes shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option at an Optional Redemption Price equal to 100% of the 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 on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before the Optional Redemption Date for the Notes, the Issuer 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 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 part. Base 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer may redeem At any time and from time to time prior to January 15, 2025, the Notes Securities of this series shall be redeemable, in whole or in part, at its the Company's option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes such Securities to be redeemed; or
, or (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after (not including any portion of such payments of interest accrued as of the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive calculated as if the maturity date of interest accrued the Securities were January 15, 2025, and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Adjusted Treasury Rate plus 20 basis points (such sum to be calculated as set forth points; in the Indenture)each case, plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon on such Securities to, but not includingexcluding, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, The Securities will be redeemable in whole or in part, at the Company's option, at any time and from time to time on or after January 15, 2025, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be Securities being redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. Notwithstanding Notice of any such redemption shall be given by mail to Holders of the foregoingSecurities to be redeemed, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or not less than 30 days nor more than 60 days prior to a the Redemption Date will be payable on the Interest Payment Date to the registered Holders Date, all as of the close of business on the relevant record date according to the Notes and provided in the Indenture. On and after the Redemption Date for the NotesSecurities or any portion thereof called for redemption, as applicable, interest will shall cease to accrue on the Notes such Securities or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notessuch Securities or any portion thereof called for redemption, the Issuer 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 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Indenture (Campbell Soup Co)
Optional Redemption. The (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer may has the right, but not the obligation, to redeem the a Series or Class of 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 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, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, at its optionby the Issuer, at through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series or Class of Notes issued hereunder, on any time or from time to time Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to maturity on the end of such Revolving Period or at least 15 other times specified in the related Indenture Supplement upon ten (10) days, but not more than 60 days, ’ prior notice electronically delivered or mailed to the registered address of each Holder Indenture Trustee. 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”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of:.
(id) 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the The Issuer may redeem any Series of Notes through a Permitted Refinancing or using the Notes, in whole or in part, at a redemption price equal to 100% proceeds of the aggregate principal amount issuance and sale of the a new Series of Notes to be redeemedissued hereunder, 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults other Business Day specified in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Daterelated Indenture Supplement.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At of any time before September 10, 2030 (the “Par Call Date”)series, the redemption price will be Company shall pay an Optional 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 the principal thereof and interest thereon that would Notes to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 basis points (such sum to be calculated as set forth in the Indenture), pluspoints, in the case of (i) or (ii)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 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. At any time on or On and after the applicable Par Call Date, the Issuer may redeem the NotesNotes of each series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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) 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 on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(e) On and after 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 Issuer 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 Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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 part. applicable stock exchange requirements.
(f) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article 11 of the Notes in whole or in partBase Indenture, at its optionas supplemented by the provisions of this First Supplemental Indenture, at shall apply to the Notes.
(b) At any time or and from time to time prior to maturity on at least 15 daysJanuary 15, but not more than 60 days2026, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes shall be redeemable as a whole or in part in integral multiples of $1,000 principal amount, at the Company’s option (the an “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call DateOptional Redemption”), the redemption price will be at a 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, to the Redemption Date if such Redemption Date is not an Interest Payment Date, 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 20 45 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. date of redemption.
(c) At any time and from time to time on or after the Par Call DateJanuary 15, 2026, the Issuer Company may redeem the Notes, in Notes as a whole or in part, at the Company’s option (a redemption price “Special Redemption”), at a Redemption Price equal to 100% of the 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. Notwithstanding the foregoing, date of redemption.
(d) Further installments of interest on the Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to a the Redemption Date will shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and .
(except if the Redemption Date shall be an Interest Payment Datee) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article 11 of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in shall be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “to be redeemed, at a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount Principal Amount of the Notes to be redeemed; or
, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of the interest and principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to at the Treasury Rate plus 20 75 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem Date for the Notes, in whole or in part, 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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. .
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer Prior to July 1, 2024, the Company may redeem the Notes at its option, in whole or in part, at its option, at any time or and from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater ofof the following amounts, plus, in each case, accrued and unpaid interest, if any, on the principal amount being redeemed to the applicable redemption date:
(ia) 100% of the aggregate principal amount of the Notes notes to be redeemed; orand
(iib) as determined by an Independent Investment Banker, the sum of the present values of the principal amount and the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive notes to be redeemed (not including any portion of payments of interest accrued and unpaid to, but not including, as of the Redemption Date if such Redemption Date is not an Interest Payment Dateapplicable redemption date), discounted to the Redemption Date applicable redemption date in accordance with customary market practice on a semi-annual basis (assuming at a 360-day year consisting of twelve 30-day months), using a discount rate equal to the sum of the Treasury Rate plus 20 30 basis points (such sum to be calculated as set forth in the Indenture)points. On or after July 1, plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including2024, the Redemption Date. At any time on or after the Par Call Date, the Issuer Company may redeem the NotesNotes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be notes being redeemed, plus plus, in each case, accrued and unpaid interest thereon to, but not including, on the Redemption Dateprincipal amount being redeemed to the applicable redemption date. Notwithstanding The redemption prices will be calculated assuming a 360-day year consisting of twelve 30-day months. The Company will calculate the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or redemption price 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 such redemption date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit file with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of setting forth the Issuer delivered to redemption price, showing the Trustee no later than two Business Days prior to calculation in reasonable detail. If the Redemption Date. Notice date of redemption having been given as provided in is on or after an interest record date and on or before the Indenturerelated interest payment date, 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 interest record date, but not includingand no additional interest is payable to Holders whose Notes will be subject to redemption by the Company. Unless the Company defaults in payment of the redemption price, on and after the Redemption Datedate of redemption, interest shall cease to accrue on the Notes or the portions thereof called for redemption.
Appears in 1 contract
Sources: First Supplemental Indenture (Trinity Industries Inc)
Optional Redemption. (a) The Issuer may redeem provisions of Article Eleven of the Indenture shall apply to the Notes.
(b) At any time and from time to time, the Notes in will be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not less than 30 nor more than 60 days, ’ prior written notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Notes, at a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
, or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest unpaid interest, if any, accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment 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 20 15 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)either case, unpaid interest, if any, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time , subject to the rights of Holders of Notes on or after a Regular Record Date to receive interest due on the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 related 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. Date.
(c) On and after the any Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if anyredemption price. On or before the Prior to any Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, or the Trustee, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if anysuch date. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall will be selected by the Trustee by such method as the Trustee deems fair and appropriate in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 methods generally used at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth of selection by fiduciaries in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Datesimilar circumstances.
Appears in 1 contract
Optional Redemption. (a) The Issuer Maker may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesNote, in whole or in part, at any time, at a redemption price (the “Optional Redemption Price”) equal to 100% the principal amount of this Note, plus accrued and unpaid interest thereon, if any, through the date of such redemption, if at the time of any such redemption all of the aggregate Common Stock into which this Note (or a portion thereof subject to such redemption) is convertible is freely transferable by the Creditor without any restriction pursuant to registration or exemption under all applicable United States federal and state securities laws (such redemption, an “Optional Redemption”). Notwithstanding anything to the contrary in this Section 3(a), until the Optional Redemption Price is paid, in full, the Creditor may convert all or any part of the outstanding principal amount of this Note, plus accrued interest thereon, if any, through the Conversion Date, into a number of Conversion Shares in accordance with Section 4 hereof.
(b) The Company shall give written notice in respect of an Optional Redemption to each Creditor pursuant to Section 16 at least twenty (20) but not more than thirty (30) days before the date of such Optional Redemption (the “Optional Redemption Date”). In the case of any Optional Redemption of the Notes in part, the balance of the Notes to be redeemed pursuant to Section 3(a) shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal balances thereof. The Maker shall apply any amounts to be used for Optional Redemption pursuant to this Section 3(a), first, to pay accrued and unpaid interest on the Notes, if any, then to redeem the principal amount of the Notes or any portion thereof. Each notice in respect of an Optional Redemption given pursuant to this Section 3(b) shall state (A) the Optional Redemption Date, (B) the projected Optional Redemption Price of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including(C) in the case of an Optional Redemption of the Notes in part, the Redemption Date. Notwithstanding portion of the foregoing, installments outstanding balance of interest on the Notes that are due is expected to be redeemed and payable on Interest Payment Dates falling on the aggregate balance of Notes to be outstanding after such partial Optional Redemption, (D) that Notes to be redeemed in an Optional Redemption in whole must be surrendered (which action may be taken by any Creditor or prior to a Redemption Date will be payable on the Interest Payment Date its authorized agent) to the registered Holders as of Maker to collect the close of business Optional Redemption Price on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the such Notes, interest will cease to accrue on and specifying the Notes or any portion thereof called procedures for redemptionsuch surrender and (E) that, unless the Issuer defaults in Maker fails to pay the payment of the Optional Redemption Price and accrued Price, interest, if any. On or before the Redemption Date for the , on Notes, (or the Issuer portion thereof) called for Optional Redemption shall deposit with cease to accrue after the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Optional Redemption Date, and .
(except if the c) If notice in respect of an Optional Redemption Date for any 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having have been given as provided in the IndentureSection 4(b), the such Notes called for redemption shall become due and payable on the Optional Redemption Date and at the applicable Optional Redemption Price, plus accrued and unpaid interestand, unless there is a default in the payment of the applicable Optional Redemption Price, interest on such Notes, if any, toshall cease to accrue on and after such Optional Redemption Date. Upon presentation and surrender of such Notes to the Maker in accordance with the notice given pursuant to Section 4(b), but not including, such Notes shall be paid and redeemed at the applicable Optional Redemption Price on the Optional Redemption Date.
(d) Upon surrender of a Note that is redeemed in part pursuant to Section 3(a) the Maker shall execute for the Creditor (at the Maker’s expense) a new Note (in a form substantially similar to the form of this Note with appropriate notations for the date of issuance and initial principal amount) equal in principal balance to the unredeemed portion of the Note surrendered.
(e) All Notes that are redeemed pursuant to Section 3 will be surrendered to the Issuer for cancellation and may not be reissued or resold.
Appears in 1 contract
Sources: Restructuring Agreement (Emisphere Technologies Inc)
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on (a) upon at least 15 days, but not more than 60 days, prior three (3) Eurodollar Business Days' irrevocable notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Administrative Agent, the redemption price will be equal to Calculation Agent and the greater of:
(i) 100% of Paying Agent, repay the aggregate principal amount of the Long Term Working Capital Series Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature outstanding on the Par Call Date), exclusive last day of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an any Interest Payment 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 the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesPeriod, in whole or in part, at a redemption price equal to of 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as date of redemption plus all other accrued and unpaid amounts under the close Note Documents in respect of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the such Long Term Working Capital Series Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On , (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 Redemption Date for the Notesin part, the Issuer 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 the 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 partrespective amounts owing to them. Notice of any redemption 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Daterespective amounts thereof.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole While this Bond accrues interest at a Daily Rate or in parta Weekly Rate, this Bond is subject to optional redemption on any date, and while this Bond accrues interest at its optiona Flexible Rate, at this Bond is subject to optional redemption on any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in parteach case, at a redemption price equal to 100% of the aggregate principal amount hereof, plus accrued interest to the redemption date. Interest due on any redemption date which is also an Interest Payment Date shall be paid in accordance with the procedures set forth in the Indenture for payment of interest. [For Subseries 1998A-1 and Subseries 1998A-2] While this Bond accrues interest at a Term Rate for an initial Term Rate Period of ten (10) years, this Bond is subject to optional redemption on the last day of each Term Rate Period at a redemption price equal to 100% of the principal amount of the Notes to be redeemedthis Bond, 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and together with accrued interest, if any, to the redemption date. On [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 principal amount thereof, plus accrued interest hereon to the redemption date and plus premium, in whole or before the in part, on any date on and after July 1, 2008, as follows: Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the 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 occurrence of a Mandatory Redemption Event at a redemption price equal to 100% of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed this Bond, plus accrued interest to the redemption date. The manner of redeeming Bonds is described in part. 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 set forth detail in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to the Par Call Date, the Notes shall be redeemable, in whole or in part, at its option, at any time or and from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant prior to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Company shall pay an Optional Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) (A) the Remaining Scheduled Payments of the Notes to be redeemed, less (B) interest accrued to the Optional Redemption Date, and
(ii) 100% of the aggregate principal amount of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)either case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. At any time Upon redemption of the Notes on or after the Par Call Date, the Issuer may Company may, at its option, redeem any of the Notes, in whole or in part, at a redemption price any time and from time to time, at an Optional Redemption Price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable record date according pursuant to the Notes and the Indenture. .
(c) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Issuer 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 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 Base Indenture. 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 The Depository Trust Company, Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A. (or another Depository), the redemption of the Notes shall be done in accordance with the policies and procedures of the Depository. Any redemption or Notice of redemption may, at the Company’s discretion, be subject to one or more conditions precedent.
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Officer’s Certificate of the Issuer 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. The (a) On and after the First Call Date but prior to August 16, 2018, the Issuer may redeem the Notes in whole or in partNotes, at its option, in whole at any time or in part from time to time prior to maturity on at least 15 daystime, but not more than 60 days, prior upon notice electronically delivered or mailed to the registered address of each Holder as described in Section 5.4 of the Notes Indenture at the Current Accretion Amount (the “Redemption Date”as defined below) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be plus a call premium equal to 3.0% multiplied by the greater of:
(i) 100% then outstanding Current Accretion Amount of the aggregate principal amount of the such Notes to be being so redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), together with all accrued and unpaid interest thereon to, but not including, on the Notes being redeemed through the Redemption Date. Date that is not included in the Current Accretion Amount.
(b) At any time on or after August 16, 2019 but prior to August 16, 2020, the Par Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture at the Current Accretion Amount plus a call premium equal to 1.0% multiplied by the then outstanding Current Accretion Amount of such Notes being so redeemed, together with all accrued and unpaid interest on the Notes being redeemed through the Redemption Date that is not included in the Current Accretion Amount.
(c) At any time on or after August 16, 2020, the Issuer may redeem the Notes at its option, in whole at any time or in part from time to time, upon notice as described in Section 5.4 of the Indenture at the Current Accretion Amount of such Notes being so redeemed, together with all accrued and unpaid interest on the Notes being redeemed through the Redemption Date that is not included in the Current Accretion Amount.
(d) Prior to the First Call Date, the Issuer may redeem the NotesNotes at its option, in whole at any time or in partpart from time to time, upon notice as described in Section 5.4 of the Indenture at a redemption price equal to (x) 100% of the Current Accretion Amount of such Notes being redeemed, plus (y) all accrued and unpaid interest on the Notes being redeemed to such Redemption Date not included in the Current Accretion Amount, plus (z) the Make-Whole Premium.
(e) At any time and from time to time, upon notice as described in Section 5.4 of the Indenture, prior to the First Call Date, the Issuer may redeem in the aggregate up to 40.0% of the aggregate Current Accretion Amount of the Notes with an amount equal to the net cash proceeds received by the Issuer from a Qualified IPO, at a redemption price equal to 100the sum of (i) the Current Accretion Amount of the Notes being redeemed plus (ii) a premium equal to the Interest Rate then in effect on the date the applicable notice of redemption is given plus all accrued and unpaid interest on the Notes being redeemed to the date of redemption that is not included in the Current Accretion Amount; provided, however, that at least 50.0% of the original aggregate principal amount of the Notes to be redeemedmust remain outstanding after each such redemption; and provided, plus accrued and unpaid interest thereon tofurther, but not including, that such redemption occurs within 90 days after the Redemption Date. Notwithstanding date on which any such Qualified IPO is consummated.
(f) Unless 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 Issuer defaults in the Interest Payment Date to the registered Holders as payment of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notesredemption price, interest will cease to accrue on the Notes or any portion portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed redemption on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
(g) Any redemption pursuant to this paragraph 6 will be made pursuant to the provisions of Article V of the Indenture.
Appears in 1 contract
Sources: Indenture (Leslie's, Inc.)
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in shall be redeemable, as a whole or in part, at its the Company’s option, at . The Redemption Price for any time or from time to time Notes redeemed prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Applicable Par Call Date”), the redemption price 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 12.5 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption DateDate for such Notes. At any time on On or after the Applicable Par Call Date, the Issuer may redeem Date for the Notes, in whole or in part, at a redemption price the Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. for such Notes.
(c) On and after the applicable Redemption Date for the NotesDate, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the any Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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.
(d) 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 set forth described above in the Indentureclause (b), 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) The Issuer may redeem provisions of Article Eleven of the Base Indenture, as amended by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
(b) The 2016 Notes and, prior to October 15, 2020, the 2021 Notes shall be redeemable, in each case, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Notes, the redemption price will be Company shall pay a Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2016 Notes or the 2021 Notes to be redeemed; or, as the case may be, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would 2016 Notes or the 2021 Notes to be due after redeemed, as the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Datecase 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 20 25 basis points (such sum to be calculated as set forth in the Indenture)case of the 2016 Notes and 30 basis points in the case of the 2021 Notes, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, to the Redemption Date. At any time Commencing on or after the Par Call DateOctober 15, 2020, the Issuer may redeem the Notes2021 Notes shall be redeemable, in whole or in part, at any time and from time to time, at the Company’s option, at a redemption price equal to 100% of the 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 will shall be payable on the Interest Payment Date to the registered Holders holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the Notes, interest will shall cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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 part. Base Indenture.
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At of any time before September 10, 2030 (the “Par Call Date”)series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
6 (i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or
, and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)the 2031 Notes, 10 basis points in the case of the 2033 Notes, 15 basis points in the case of the 2036 Notes and 15 basis points in the case of the 2046 Notes; 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. At any time on or On and after the their applicable Par Call Date, the Issuer may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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 that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a any Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after the applicable Optional Redemption Date for any series of the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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, which may be on a pro rata pass-through distribution of principal basis, and, in the procedures case of the Depositary; provideddefinitive securities, however, that in no event shall Notes of a principal amount of $2,000 by lot unless otherwise required by law or less be redeemed in part. applicable 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Officer’s Certificate of the Issuer 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) The Issuer may redeem provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in shall be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 30 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “to be redeemed, at a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of the interest and principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to at the Treasury Rate plus 20 37.5 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call DateDate for such Notes; provided, the Issuer may redeem the Noteshowever, in whole or in part, 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, if the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due Date is after a Regular Record Date and payable on Interest Payment Dates falling on or prior to a Redemption Date corresponding Interest Payment Date, such accrued and unpaid interest will be payable paid on the Interest Payment Redemption Date to the registered Holders as holder of the close of business record on the relevant record date according to the Notes and the Indenture. Regular Record Date.
(c) On and after the Redemption Date for the such Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest, if any, on such Notes. If less than all of the Notes are to be redeemed, 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 event, shall Notes of a principal amount of $2,000 1,000 or less be redeemed in part. .
(d) 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; 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Officer’s Certificate of the Issuer Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date 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 redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10August 15, 2030 2029 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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) Except as set forth below, the Issuer will not be entitled to redeem Notes at its option prior to the Maturity Date.
(b) The Issuer may shall be entitled, at its option, to redeem the Notes Notes, in whole or in part, at its option, at any time or from time times, pursuant to time and in accordance with the terms of this Section 3.07. If the Notes are redeemed prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Par Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price for the Notes to be redeemed will be equal to the greater of:
: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
, and (ii) an amount equal to the sum of the present values value of (A) the payment on the Par Redemption Date of principal of the Notes to be redeemed and (B) the payment of the remaining scheduled payments of through the principal thereof and interest thereon that would be due after the related Par Redemption Date but for such redemption (assuming, for this purpose, that of interest on the Notes mature on the Par Call Date), exclusive of interest to be redeemed (excluding accrued and unpaid to, but not including, interest to the date of redemption (the “Redemption Date”) and subject to the right of Holders on the relevant Record Date if such Redemption Date is not an to receive interest due on the relevant Interest Payment Date, ) discounted from their scheduled date of payment to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), ) using a discount rate equal to the Treasury Rate plus 20 40 basis points (such sum to be calculated as set forth in the Indenture), plus, in each of the case of (i) or (ii)above cases, accrued and unpaid interest thereon tointerest, but not includingif any, the to such Redemption Date. At any time If the Notes are redeemed on or after the Par Call Redemption Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all will equal 100% of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the such Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, toto such redemption date.
(c) Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not includinglimited to, completion of an equity offering or other corporate transaction.
(d) If the Issuer redeems less than all of the outstanding Notes, the Redemption DateRegistrar and Paying Agent shall select the Notes to be redeemed in the manner described under Section 3.02 hereof.
(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.
Appears in 1 contract
Optional Redemption. The Issuer may redeem (a) Prior to April 1, 2013, the Notes in whole or in partSecurities shall not be redeemable at the Company’s option.
(b) On and after April 1, 2013, subject to the terms and conditions of this Article 4 and Article Eleven of the Original Indenture, the Company may, at its option, redeem for cash at any time as a whole, or from time to time prior to maturity on in part, the Securities, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes a price (the “Redemption DatePrice”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes Securities to be redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. Notwithstanding ; provided that if the foregoing, installments of interest on Notes that are due Redemption Date falls after a Regular Record Date and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the NotesDate, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price shall be 100% of the principal amount of the Securities redeemed but shall not include accrued and accrued unpaid interest, if any. On or before the Redemption Date for the NotesInstead, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, toon the Interest Payment Date to the Holder of record at the Close of Business on the corresponding Regular Record Date. If the Company elects to redeem Securities pursuant to this Section 4.01, but not including, it shall notify the Trustee in writing of such election together with the Redemption Date, the Base Conversion Rate, the principal amount of Securities to be redeemed and the Redemption Price.
(c) Notwithstanding the foregoing the Company must make at least 10 semi-annual interest payments (including the interest payments on October 1, 2008 and April 1, 2013) in the full amount required by the Indenture before redeeming any Securities at its option.
(d) The Company shall not redeem any of the Securities on any date if the principal amount of the Securities has been accelerated, and the acceleration has not been rescinded on or prior to such date.
(e) The Securities are not subject to redemption through the operation of any sinking fund.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to [Insert the following termstwo paragraphs solely for the 2031 Bonds: At any time before September 1015, 2030 2031 (the “Par Call Date”), the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price will be (the “Make-Whole Redemption Price”) equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
Bonds of this Series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon on the Bonds of this series being redeemed that would be due after if the related Redemption Date but for such redemption (assuming, for Bonds of this purpose, that the Notes mature series matured on the Par Call Date), Date (exclusive of interest accrued and unpaid to, but not including, the Redemption Date if to such Redemption Date is not an Interest Payment Date), discounted to the such 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 20 15 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon on the principal amount being redeemed to, but not includingexcluding, the such Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesBonds of this Series shall be redeemable, in whole or in partpart and from time to time, at the option of the Company, at a redemption price (together with any Make-Whole Redemption Price, each a “Redemption Price”) equal to 100% of the aggregate principal amount of the Notes to be redeemed, Bonds of this Series being redeemed plus accrued and unpaid interest thereon on the principal amount being redeemed to, but not includingexcluding, such Redemption Date.] [Insert the following two paragraphs solely for the 2051 Bonds: At any time before June 15, 2051 (the “Par Call Date”), the Bonds of this Series shall be redeemable, in whole or in part and from time to time, at the option of the Company, on any date (a “Redemption Date”), at a redemption price (the “Make-Whole Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Bonds of this Series being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Bonds of this series being redeemed that would be due if the Bonds of this series matured on the Par Call Date (exclusive of interest accrued to such Redemption Date), discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest on the principal amount being redeemed to, but excluding, such Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling At any time on or prior after the Par Call Date, the Bonds of this Series shall be redeemable, in whole or in part and from time to a Redemption Date will be payable on time, at the Interest Payment Date to the registered Holders as option of the close of business on the relevant record date according Company, at a redemption price (together with any Make-Whole Redemption Price, each a “Redemption Price”) equal to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment 100% of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be the Bonds of this Series being redeemed in part. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, interest on the principal amount being redeemed to, but not includingexcluding, the such Redemption Date.] For purposes of the second immediately preceding paragraph, the following terms have the following meanings:
Appears in 1 contract
Optional Redemption. The (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer may has the right, but not the obligation, to redeem the a Series or Class of 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 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, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days' prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, at its optionby the Issuer, at through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder or, on any time or from time to time Business Day after the date on which the related Revolving Period ends, and on any Business Day within 10 days prior to maturity on the end of such Revolving Period or at least 15 other times specified in the related Indenture Supplement upon 10 days, but not more than 60 days, ' prior notice electronically delivered or mailed to the registered address of each Holder 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) pursuant If necessary to satisfy the following terms: At any time before September 10, 2030 (the “Par Call Date”)Collateral Test, the redemption price will Notes of any Series or Class of Variable Funding Notes shall be equal subject to repayment by 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesIssuer, in whole or in part, at a redemption price equal up to 100% the amount necessary to satisfy the Collateral Test, using any other cash or funds 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 will be payable Issuer other than Collections on the Interest Payment Date Receivables, upon 1 Business Day's prior notice from the Issuer to the registered Holders as Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such repayment pursuant to this Section 13.1(d) shall reduce the principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the close Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of business on the relevant record date according to the such Variable Funding Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, Issuer) and (except if the Redemption Date shall ii) may be an Interest Payment Date) accrued interest, if any. If less than all made on a non-pro rata basis with other Series of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateVariable Funding Notes.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part(a) Prior to December 11, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 2033 (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price will be (expressed as a percentage of principal amount and rounded to three decimal places) 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 of the principal thereof and interest thereon that would be due after discounted to the related Redemption Date but for such redemption date (assuming, for this purpose, that assuming the Notes mature matured on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Treasury Rate plus 20 basis points less (such sum b) interest accrued thereon to the date of redemption, and
(2) 100% of the principal amount of the Notes to be calculated as set forth in the Indenture)redeemed, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on redemption date.
(b) On or after the Par Call Date, the Issuer Company may redeem the NotesNotes at its option, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon to, but not including, the Redemption Dateredemption date.
(c) The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
(d) Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.
(e) The calculation or determination of the redemption price shall be made by the Company or on its behalf by such Person as the Company shall designate. Notwithstanding For the foregoingavoidance of doubt, installments the calculation or determination of the redemption price, including the determination of any Treasury Rate, shall not be the obligation or responsibility of the Series Trustee or Paying Agent.
(f) Installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date 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.
(g) Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), in accordance with Section 10.1 of the Original Indenture, at least 10 days but not more than 60 days before the redemption date according to each Holder of Notes to be redeemed, except that redemption notices may be given more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance or a satisfaction and discharge of the Indenture pursuant to Article VIII of the Original Indenture. The notice shall identify the Notes to be redeemed and corresponding CUSIP, ISIN or Common Code numbers, as applicable, and will state:
(1) the redemption date;
(2) the redemption price or the methodology for the calculation thereof and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment amount of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, to be paid;
(3) if any Global Security is being redeemed in part, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price portion of the Notes principal amount of such Global Security to be redeemed on and that, after the Redemption Dateredemption date upon surrender of such Global Security, the principal amount thereof will be decreased by the portion thereof redeemed pursuant thereto;
(4) if any Certificated Security is being redeemed in part, the portion of the principal amount of such Certificated Security to be redeemed, and that, after the redemption date, upon surrender of such Certificated Security, a new Certificated Security in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Certificated Security;
(except if 5) the Redemption Date shall be an Interest Payment Datename and address of the Paying Agent(s) accrued interest, if any. If less than all of to which the Notes are to be surrendered for redemption;
(6) that the Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price;
(7) that, unless the Company defaults in making such redemption payment, interest on the Notes called for redemption cease to accrue on and after the redemption date;
(8) that the Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(9) the paragraph of the Notes and/or Section of the Indenture or any supplemental indenture pursuant to which the Notes called for redemption are being redeemed; and
(10) that no representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code numbers, if any, listed in such notice or printed on the Notes. At the Company’s written request delivered at least 20 days prior to the redemption date (unless a shorter notice period is agreed to by the Series Trustee), the Notes to be redeemed Series Trustee shall be selected give the notice of redemption in accordance with the procedures Company’s name and at the Company’s expense.
(h) In the case of a partial redemption, selection of the Depositary; providedNotes for redemption will be made pro rata, however, that by lot or by such other method as the Series Trustee in no event shall its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. Notice If any Note is to be redeemed in part only, the notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before that relates to the Redemption Date to each Holder Note will state the portion of the Notes principal amount of the Note to be redeemed. Such notice shall state A new Note in a principal amount equal to the Redemption Price unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by the Depositary (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 givenanother depositary), the actual Redemption Price, calculated as set forth in redemption of the Indenture, Notes shall be set forth done in an Officers’ Certificate accordance with the policies and procedures 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 Datedepositary.
Appears in 1 contract
Sources: Supplemental Indenture (Westinghouse Air Brake Technologies Corp)
Optional Redemption. The Issuer (a) Prior to the Par Call Date, the Company may at its option redeem the Notes Notes, in whole or in part, at its option, at any time or from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater ofof the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date therefor:
(i) 100% of the aggregate principal amount of the such Notes to be redeemedbeing redeemed on such Redemption Date; orand
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon on such Notes being redeemed that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that if the Notes mature to be redeemed matured on the Par Call Date), exclusive Date (not including any portion of such payments of interest accrued and unpaid to, but not including, the Redemption Date if to such Redemption Date is not an Interest Payment Date, ) discounted to the such 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 20 basis points (such sum the Spread for the Notes to be calculated as set forth in the Indenture), plus, in the case of redeemed.
(ib) or (ii), accrued On and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer Company may at its option redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the such Notes to be being redeemed, plus accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Redemption Date. Notwithstanding Date therefor.
(c) If the foregoingCompany redeems the Notes at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes that are due and payable on any Interest Payment Dates Date falling on or prior to a the Redemption Date for the Notes will be payable on the that Interest Payment Date to the registered Holders thereof as of the close of business on the relevant record date Regular Record Date immediately preceding such Interest Payment Date, according to the terms of the Notes and the Indenture. On Indenture and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of (b) the Redemption Price and accrued interestfor such Notes will, if any. On or before applicable, be calculated on the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or basis of a Paying Agent, funds sufficient to pay 360-day year consisting of twelve 30-day months.
(d) The Company’s actions and determinations in determining the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued 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 part. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateabsent manifest error.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10November 11, 2030 2046 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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) The Issuer may redeem the Notes in whole or in partCompany may, at its option, at any time or from time to time prior to maturity on at least 15 daysredeem the Notes, in whole but not more than 60 daysin part, prior notice electronically delivered or mailed to following the registered address occurrence and during the continuance of each Holder of the Notes (the “a Tax Event, at a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), any accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on or ; 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 Par Call 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 Issuer may 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 the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any Interest Payment Date, in each case, at a redemption price 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. Date (any such redemption, a “Simple Redemption” and, together with any Special Event Redemption, an “Optional Redemption”).
(d) Notwithstanding anything to the foregoingcontrary in this Section 16.01, installments of interest on the Notes that are due and payable on any Interest Payment Dates Date falling on or prior to a Redemption Date for the Notes will be payable on the that Interest Payment Date to the registered Holders thereof as of the close of business on the relevant record date Regular Record Date according to the terms of the Notes and the this Indenture. On and after , except that, if the 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, interest any Compound Interest) on such Note will cease to accrue be paid on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the such Redemption Date for to the Notes, the Issuer 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 avoidance of doubt, the Redemption Date, 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateOptional Deferral Period.
Appears in 1 contract
Sources: Indenture (TXNM Energy Inc)
Optional Redemption. The (1) 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 redemption by the Issuer, at the written direction of the Borrower to the Issuer may redeem and the Notes Trustee, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of:
(i) 100% of their principal amount, plus accrued interest, if any, to the aggregate principal amount redemption date.
(2) On the day succeeding the last day of any Flexible Segment with respect to Bonds of any Series, such Bonds shall be subject to redemption by the Issuer, at the written direction of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted Borrower 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 Issuer and the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesTrustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date.
(3) During any Term Rate Period 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 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before , to the Redemption Date for the Notes, the Issuer 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 exercise its option to prepay the Redemption Date, 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 Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption Project shall be electronically delivered condemned or mailed at least 15 days but 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 more than 60 days before reasonably be controlled or overcome in the Redemption Date to each Holder economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Notes to be redeemed. Such notice Project for the purposes contemplated by the Agreement shall state the Redemption Price (if known) have occurred or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price technological changes that cannot reasonably be determined overcome shall have occurred which, in the judgment of the Borrower, render the continued operation of the Project uneconomic; or
(e) legal curtailment of the use and occupancy of all or substantially all of the Project for any reason, which curtailment shall prevent the 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate Project for a period 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 Datethree consecutive months.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price . The Redemption Price prior will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 5 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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 redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10April 19, 2030 2021 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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 redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on (a) upon at least 15 days, but not more than 60 days, prior three (3) Eurodollar Business Days' irrevocable notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)Administrative Agent, the redemption price will be equal to Calculation Agent and the greater of:
(i) 100% of Paying Agent, repay the aggregate principal amount of the Short Term Working Capital Series Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature outstanding on the Par Call Date), exclusive last day of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an any Interest Payment 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 the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesPeriod, in whole or in part, at a redemption price equal to of 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as date of redemption plus all other accrued and unpaid amounts under the close Note Documents in respect of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the such Short Term Working Capital Series Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On , (b) at any time upon at least three (3) Eurodollar Business Days' irrevocable notice redeem the Short Term Working Capital Series Notes in whole, or before the Redemption Date for the Notesin part, the Issuer 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 Short Term Working Capital Series Notes to be redeemed on the Redemption Date(including without limitation, any Additional Amounts), if any, and (except c) redeem the Short Term Working Capital Series Notes at any time if required so to do in order to comply with applicable law or if the 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 Short 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 Short 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 partrespective amounts owing to them. Notice of any redemption 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 Short 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Daterespective amounts thereof.
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10December 25, 2030 2029 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 50 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in shall be redeemable, as a whole or in part, at its the Company’s option, at . The Redemption Price for any time or from time to time Notes redeemed prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Applicable Par Call Date”), the redemption price 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 15 basis points (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 DateDate for such Notes. At any time on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. for such Notes.
(c) On and after the Redemption Date for the Notes, interest will cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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.
(d) Notice of any redemption pursuant to this Section 4.01 shall be electronically delivered or mailed at least 30 days (in the case of any redemption prior to the Applicable Par Call Date) or 15 days (in the case of any redemption with a Redemption Date on or after the Applicable Par Call Date) but in each case not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth described above in the Indentureclause (b), 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 redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10May 12, 2030 2031 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this First Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) The 2017 Notes and the 2022 Notes shall be redeemable, in each case, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant prior to the following terms: At any time before Stated Maturity in the case of the 2017 Notes and prior to September 1015, 2030 (2022 in the “Par Call Date”)case of the 2022 Notes, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the 2017 Notes or the 2022 Notes to be redeemed; or, as the case may be, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would 2017 Notes or the 2022 Notes to be due after redeemed, as the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Datecase 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 20 25 basis points (such sum to be calculated as set forth in the Indenture)case of the 2017 Notes and 30 basis points in the case of the 2022 Notes, plus, in the case of (i) or (ii)addition to such Optional Redemption Price, in each case, accrued and unpaid interest thereon to, but not includingexcluding, the Optional Redemption Date. At any time Upon redemption of the 2022 Notes on or after the Par Call DateSeptember 15, 2022, the Issuer may redeem the Notes, in whole or in part, at a redemption price Company shall 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 on Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered Holders as of such at the close of business on the relevant applicable record date according pursuant to the Notes and the Indenture. .
(c) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Issuer 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 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 part. Base Indenture.
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer may redeem Subject to the provisions of Article XI of the Base Indenture, the 2019 Notes shall be redeemable at the option of the Company, in whole or in part, at its option, part at any time or and from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (ia) 100% of the aggregate principal amount of the 2019 Notes to be redeemed; or
redeemed 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 principal amount of the 2019 Notes to be redeemed, together with remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, interest (if any) to but not including, excluding the Redemption Date) from the Redemption Date if such Redemption Date is not an Interest Payment Dateto 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 20 25 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (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 including, excluding the Redemption Date. At any time on or after Subject to the Par Call Dateprovisions of Article XI of the Base Indenture, the Issuer may redeem 2026 Notes shall be redeemable at the Notesoption of the Company, in whole or in partpart from time to time, (i) prior to July 15, 2025, at a redemption price 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 Treasury 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. Notwithstanding If the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior Company elects to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes redeem all or any portion thereof called for redemption, unless the Issuer defaults in the payment part of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee Company will mail by first-class mail or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days 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. The Issuer may redeem the Notes Bonds shall be subject to redemption, in whole or in part, at its optionthe option of the Authority upon the request of the Company, at from related payments made by the Company pursuant to Section 6.02 of the Participation Agreement and any time or from time other monies held by the Trustee and available to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed be applied to the registered address redemption of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater ofBonds as provided in this Section 5.01:
(ia) During any Commercial Paper Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed; oramount.
(iib) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would During any Auction Rate Period, Auction Rate Bonds shall be due after the related Redemption Date but for such subject to redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Business Day immediately preceding each Auction Date, discounted to the Redemption Date on as 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 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate 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 to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called fixed for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes.
(d) During any Weekly Rate Period, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date such 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Pricethereof, plus accrued and unpaid interestinterest to the date fixed for redemption, if any.
(e) During any Monthly Rate Period, tosuch Bonds shall be subject to redemption on each Interest Payment Date, but not includingas a whole or in part, at the principal amount thereof.
(f) During any Semi-annual Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof.
(g) During any Term Rate or Fixed Rate Period, such Bonds shall be subject to redemption in whole at any time on any Business Day or in part on any Interest Payment Date as follows: after the No-Call Period shown below, 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 shown in the Initial Premium column, plus accrued and unpaid interest 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 the Calculation Period or period remaining to the Stated Maturity after a Fixed Rate Conversion Date is equal to or greater than five years, and 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, until 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. The (a) Unless otherwise provided in the applicable Indenture Supplement for a Series or Class of Notes, the Issuer may has the right, but not the obligation, to redeem the a Series or Class of 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 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, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII and the allocations, deposits and payments sections of this Indenture and the related Indenture Supplement.
(b) Unless otherwise specified in the related Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, at its optionby the Issuer, at through a Permitted Refinancing or using the proceeds of issuance and sale of a new Series of Notes issued hereunder, on any time or from time to time Business Day after the date on which the related Revolving Period ends, and on any Business Day within ten (10) days prior to maturity on the end of such Revolving Period or at least 15 other times specified in the related Indenture Supplement upon ten (10) days, but not more than 60 days, ’ prior notice electronically delivered or mailed to the registered address of each Holder Indenture Trustee. 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”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article Three of the Base Indenture, as amended by the provisions of this Fourth Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) The Notes shall be redeemable, in each case, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 daysthe Company’s option at the applicable Optional Redemption Price, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater ofto:
(i) with respect to the 2030 Notes, at any time prior to the Par Call Date, the greater of (x) 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 payments of the principal thereof and interest thereon on the notes to be redeemed that would be due after the related Redemption Date but for if such redemption (assuming, for this purpose, that the Notes mature notes matured on the Par Call Date), exclusive Date (not including any portion of such payments of interest accrued and unpaid to, but not including, to the Optional Redemption Date if such Redemption Date is not an Interest Payment 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 20 basis points 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 calculated as set forth in redeemed that would be due if such notes matured on the IndenturePar 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 (i) or (ii)each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Optional Redemption Date. Notwithstanding the foregoing, installments of interest on such Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Securityholders of such Notes registered Holders as of such at the close of business on the relevant applicable record date according pursuant to the Notes and the Indenture. .
(c) On and after 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 Issuer Company defaults in the payment of the Optional Redemption Price and accrued interest, if any. On or before 12:00 p.m., New York City time, on the Optional Redemption Date for the Notes, the Issuer 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 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 part. Base Indenture.
(d) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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. The Issuer may redeem On or after [●]7, 2023, the Notes in whole or in part, notes will be redeemable at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notescash, in whole or in part, upon not less than 10 days nor more than 60 calendar days’ notice at a 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 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 optional redemption for exchange at any time 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 second business day prior to the Notes redemption date. The indenture for the notes will provide that a redemption closing, and the Indenturedeadline for surrender of notes subject to redemption, or the deadline for an exchange in connection with a fundamental change will be delayed, if delivery of the exchange consideration would require a filing pursuant to the HSR Act, until such filing has been made and the applicable waiting period has expired or terminated. On 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 notes or the guarantee will be made free and after clear of and without withholding or deduction for, or on account of, any present or future taxes unless the Redemption Date 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 tax purposes or any political subdivision thereof or therein or (2) any jurisdiction from or through which any payment is made by or on behalf of the NotesCompany or NCL Holdings (including, without limitation, the jurisdiction of any paying agent) or any political subdivision thereof or therein (each of (1) and (2), a “Tax Jurisdiction”) in respect of any payments or delivery under or with respect to the notes or the guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Company or NCL Holdings, as applicable, will cease to accrue on pay such additional amounts (the Notes “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments or any portion thereof called for redemption, unless delivery by each Holder after such withholding or deduction will equal the Issuer defaults respective amounts that would have been received and by each Holder in respect of such payments in the payment absence of the Redemption Price and accrued interest, if any. On such withholding or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositarydeduction; provided, however, that in no event shall Notes of a principal amount of $2,000 or less Additional Amounts will be redeemed in part. Notice of any redemption shall payable with respect to: ___________________________ 7 NTD: To be electronically delivered or mailed at least 15 days but not more than 60 days before three years from the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateissue date.
Appears in 1 contract
Sources: Investment Agreement (Norwegian Cruise Line Holdings Ltd.)
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10November 19, 2030 2045 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 25 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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 redeem the Notes in whole or in part(a) Prior to November 15, at its option, at any time or from time to time 2029 (one month prior to their maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”date) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the Company may redeem the Notes at its option, at any time in whole or from time to time in part, at a redemption price will be (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed; orand
(ii) (a) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that on the Notes mature to be redeemed, in each case, discounted to the redemption date (assuming the Notes matured on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date ) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Treasury Rate plus 20 15 basis points points, less (such sum b) interest accrued thereon to be calculated as set forth in the Indenture)date of redemption, plus, in the either case of for clause (i) or (ii)) above, accrued and unpaid interest thereon to, but not including, the Redemption Date. redemption date.
(b) At any time on or after the Par Call Date, the Issuer may redeem the Notes, in Notes shall be redeemable as a whole or in part, at any time from time to time, at the Company’s option, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, redeemed plus accrued and unpaid interest thereon on the Notes to be redeemed to, but not including, the Redemption Date. Notwithstanding date of redemption
(c) The Company’s actions and determinations in determining the foregoingredemption price shall be conclusive and binding for all purposes, installments of interest on Notes that are due and payable on Interest Payment Dates falling on absent manifest error.
(d) The calculation or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as determination of the close redemption price shall be made by the Company or on its behalf by such person as the Company shall designate. For the avoidance of business on doubt, the relevant record date according to calculation or determination of the Notes and redemption price shall not be the Indenture. On and after obligation or responsibility of the Redemption Date for Trustee or Paying Agent.
(e) Unless the NotesCompany defaults in the payment of the redemption price, interest will cease to accrue on the any Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having have 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 rate.
Appears in 1 contract
Optional Redemption. The Issuer (a) Article III of the Base Indenture is hereby supplemented by the provisions of this First Supplemental Indenture which shall apply to the Notes.
(b) Prior to February 28, 2029, the Company may redeem the Notes in whole at any time or in partpart from time to time, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 daysdays prior notice, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the at a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
being redeemed and (ii) the sum present value of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that Remaining Scheduled Payments on the Notes mature being redeemed on the Par Call Date)redemption date, exclusive discounted to the date of interest redemption, on a semiannual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the Redemption redemption date. On or after February 28, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, on at least 15 but not more than 60 days prior notice, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date.
(c) If an optional redemption date is on or after a Regular Record Date if such Redemption Date is not an and on or before the related Interest Payment Date, discounted any accrued and unpaid interest will be paid to the Redemption Date Person in whose name the Note is registered at the close of business on a semi-annual such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis (assuming of a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth . Unless we default in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% payment of the aggregate principal amount of the Notes to be redeemedredemption price, 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, redemption date interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price portions of the Notes called for redemption and those Notes will cease to be redeemed on outstanding.
(d) The Trustee shall have no obligation to calculate or verify the Redemption Datecalculation of the present value of the Remaining Scheduled Payments, and the Treasury Rate or any aspect of such calculations.
(except if the Redemption Date shall be an Interest Payment Datee) accrued interest, if any. If less than all of the Notes are to be redeemedredeemed at any time, the Trustee will select the Notes to be redeemed shall be selected for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, on a pro rata basis or by lot, in accordance with the procedures of the DepositaryDepository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in no event shall Notes of a aggregate principal amount of $2,000 or less shall be redeemed in part. Notice .
(f) Notices of any redemption shall will be electronically delivered sent by electronic submission (for Notes held in book-entry form) or mailed first class mail at least 15 days but (except as set forth in clause (g)) not more than 60 days before the Redemption Date redemption date to each Holder holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article VIII of this First Supplemental Indenture.
(g) Notices of redemption may, at the Company’s discretion, be conditioned on the satisfaction of one or more conditions, including, but not limited to, the consummation of an acquisition or financing transaction or equity offering. In addition, if such redemption is subject to satisfaction of one or more conditions, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date so delayed. In addition, the Company may provide in such notice that payment of the Notes redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. Such notice shall state A new Note in principal amount equal to the Redemption Price (if known) or unredeemed portion of the formula pursuant to which the Redemption Price is to original Note 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 set forth issued in the Indenture, shall be set forth in an Officers’ Certificate name of the Issuer delivered to holder of Notes upon cancellation of the Trustee no later than two Business Days prior to the Redemption Dateoriginal Note if such Notes are held in physical form. 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 fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the applicable Redemption Priceopen market, plus accrued and unpaid interestby tender offer, if any, to, but not including, the Redemption Datenegotiated transactions or otherwise.
Appears in 1 contract
Sources: First Supplemental Indenture (CNO Financial Group, Inc.)
Optional Redemption. The Issuer may redeem (a) Prior to August 1, 2020, the 2020 Notes in whole or in partare redeemable, at its optionthe option of the Partnership, at any time in whole, or from time to time prior to maturity on in part, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
: (i) 100% of the aggregate principal amount of the 2020 Notes to be redeemed; or
or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon (at the rate in effect on the date of calculation of the Redemption Price) on the 2020 Notes to be redeemed that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not includingexcluding, the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the applicable Treasury Rate Yield plus 20 30 basis points (such sum to be calculated as set forth in the Indenture), points; plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on or after the Par Call DateAugust 1, 2020, the Issuer may redeem 2020 Notes are redeemable, at the Notesoption of the Partnership, in whole or in part, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the 2020 Notes to be redeemed, redeemed plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date.
(b) Prior to November 1, 2023, the 2024 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 2024 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2024 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) at the applicable Treasury Yield plus 35 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling At any time on or prior to after November 1, 2023, the 2024 Notes are redeemable, at the option of the Partnership, in whole or in part, at a Redemption Date will be payable on the Interest Payment Date Price equal to the registered Holders as 100% of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment principal amount of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the 2024 Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the Redemption Date.
(c) Prior to April 1, 2043, the 2043 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 2043 Notes to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the 2043 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) at the applicable Treasury Yield plus 37.5 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. At any time on or after April 1, 2043, the 2043 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 2043 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the Redemption Date.
(d) The actual Redemption Price, determined as provided in Sections 4.1(a), 4.1(b) and 4.1(c), shall be calculated and certified to the Trustee and the Partnership by the Independent Investment Banker.
(e) The Partnership shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.
Appears in 1 contract
Sources: Thirteenth Supplemental Indenture (Energy Transfer Partners, L.P.)
Optional Redemption. The Issuer may So long as full cumulative dividends on all outstanding shares of Series A Preferred Stock for all dividend periods ending on or prior to the date fixed for redemption shall have been paid or declared and set apart for payment and subject to any applicable requirements of Texas law and the rights of the holders of any shares of any other series of Preferred Stock (or any similar stock) of the Company, the Company shall have the option to redeem the Notes in whole or in part, at its option, any part of the Series A Preferred Stock at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior 30 days notice electronically delivered or mailed to in accordance with the registered address of each Holder provisions of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but procedures for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as redemptions set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, TBCA at a redemption price equal to 100% the greater of (a) $200 and (b), subject to the provision for adjustment hereinafter set forth, 200 times the "current per share market price" of the aggregate principal amount Common Stock on the date of mailing of the Notes notice of redemption, together with unpaid accumulated dividends to the date of such redemption. In the event the Company shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Preferred Stock were otherwise entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. The "current per share market price" on any date shall be deemed to be redeemedthe average of the closing price per share of such Common Stock for the 10 consecutive "trading days" (as such term is hereinafter defined) immediately prior to such date. The closing price for each day shall be the last sale price, plus accrued and unpaid interest thereon toregular way, but not includingor, in case no such sale takes place on such day, the Redemption Date. Notwithstanding average of the foregoingclosing bid and asked prices, installments of interest on Notes that are due and payable on Interest Payment Dates falling on regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or prior admitted to a Redemption Date will be payable trading on the Interest Payment Date New York Stock Exchange or, if the Common Stock is not listed or admitted to trading on the registered Holders New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Stock is listed or admitted to trading or, if the Common Stock is not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted the average of the close high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use or, if on any such date the Common Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Stock selected by the Board of Directors of the Company. If on such date no such market maker is making a market in the Common Stock, the fair value of the Common Stock on such date as determined in good faith by the Board of Directors of the Company shall be used. The term "trading day" shall mean a day on which the principal national securities exchange on which the Common Stock is listed or admitted to trading is open for the transaction of business or, if the Common Stock is not listed or admitted to trading on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notesany national securities exchange, interest will cease to accrue a Monday, Tuesday, Wednesday, Thursday or Friday on the Notes or any portion thereof called for redemption, unless the Issuer defaults which banking institutions in the payment State of the Redemption Price and accrued interest, if any. On New York are not authorized or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee obligated by law or a Paying Agent, funds sufficient executive order to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateclose.
Appears in 1 contract
Sources: Rights Agreement (Lone Star Energy Plant Operations Inc)
Optional Redemption. (a) The Issuer may redeem Servicer shall have the Notes option to purchase all outstanding Contracts on any Payment Date on or after the Payment Date (with the consent of the Note Insurer if such purchase would result in whole a claim on the Policy or would result in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed amount owing to the registered address of each Holder Note Insurer under the Insurance Agreement remaining unpaid) on which the Pool Principal Balance is less than or equal to 20% of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the Cut-off Date Pool Balance. The aggregate redemption price for the Contracts will be equal to the greater greatest of (a) the sum of:
: (i) 100% of the 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 payments Notes and all unpaid interest on the Notes, including Available Funds Cap Carry-Forward Amounts (the "Redemption Price"). If the determination of the principal thereof 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 interest thereon that would (B) the Indenture Trustee may conclusively rely on, and shall be due after protected in relying on, such appraisal. The Redemption Price deposited by the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature Servicer will be paid to all outstanding Noteholders on the Par Call Date)Payment Date occurring in the month following the date of redemption. The Servicer must give the Indenture Trustee, exclusive the Auction Agent and DTC at least 30 days' prior notice of interest accrued its intent to exercise this option. No optional redemption may be effected unless all amounts due and unpaid to, but not includingto the Note Insurer, the Redemption Indenture Trustee, the Custodian and the Swap Provider (including any Swap Termination Payments) are paid in full, and no optional redemption may be effected if it would result in a draw on the Policy, without the written consent of each party not paid in full.
(b) On any Payment Date after August 2009, if such Redemption Date is not an Interest Payment Datethe Note Balance of the Class A-1 Notes has been reduced to zero, discounted the Issuing Entity will be permitted to call the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)Class A-2 Notes, using a discount rate 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 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), all accrued and unpaid interest thereon tothereon, but not includingincluding Available Funds Cap Carry-Forward Amounts, the Redemption Date. At any time on or after the Par Call Date, the Issuer provided that no such call may redeem the Notes, in whole or in part, 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. 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 effected unless all amounts owed to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or Swap Provider (including any portion thereof called for redemption, unless the Issuer defaults Swap Termination Payments) at such time are paid in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Datefull, and (except with the Note Insurer's consent) unless all amounts owed to the Note Insurer are paid in full and the call would not result in a draw on the Policy. In addition, it will be a condition precedent to the exercise 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 Redemption Date Premium Letter.
(c) In order to exercise the foregoing option, the Servicer shall be an Interest Payment Date) accrued interestprovide written notice of its exercise of such option to the Indenture Trustee, if anythe Swap Provider, the Note Insurer and the Owner Trustee at least 30 days prior to its exercise. If In addition, the Servicer shall, not less than all of one Business Day prior to the Notes are proposed Payment Date on which such redemption is to be redeemedmade, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 deposit the Redemption Price specified in (if knowna) or above with the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateIndenture Trustee.
Appears in 1 contract
Sources: Servicing Agreement (Origen Manufactured Housing Contract Trust Collateralized Notes, Series 2006-A)
Optional Redemption. The Issuer may redeem Notes will be redeemable at the Notes option of the ------------------- Company, in whole or in part, at its option, at any time or in part from time to time prior to maturity time, on at least 15 days, days but not more than 60 days, days prior written notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10be redeemed, 2030 (the “Par Call Date”), the at a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
, or (ii) the sum sum, as determined by the Quotation Agent, as defined in the Indenture, of the present values of the principal amount of the Notes to be redeemed and the remaining scheduled payments of the principal thereof and interest thereon that would be due after from the related Redemption Date but for such redemption (assuming, for this purpose, that date to the maturity date of the Notes mature on the Par Call Date)to be redeemed, exclusive of interest accrued and unpaid to, but not including, to the Redemption Date if such Redemption Date is not an Interest Payment Dateredemption 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 plus 20 basis points (such sum to be calculated Rate, as set forth defined in the Indenture), plus 50 basis points, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, on the Redemption Dateprincipal amount being redeemed to the date of redemption. At any time on or after If money sufficient to pay the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount and accrued interest on all of the Notes (or portions thereof) to be redeemed, plus accrued and unpaid interest thereon to, but not including, redeemed on the Redemption Date. Notwithstanding redemption date is deposited with the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling Trustee or paying agent on or prior to a Redemption Date will be payable before 11:00 a.m. (New York City time) on the Interest Payment Date to the registered Holders as of the close of business redemption date and certain other conditions are satisfied, then on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notessuch redemption date, interest will cease to accrue on the Notes such notes (or any such portion thereof thereof) called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption DateNotes.
Appears in 1 contract
Sources: First Supplemental Indenture (Standard Pacific Corp /De/)
Optional Redemption. (a) The Issuer may redeem provisions of Article 11 of the Notes in whole or in partBase Indenture, at its optionas supplemented by the provisions of this Second Supplemental Indenture, at shall apply to the Notes.
(b) At any time or and from time to time prior to maturity on at least 15 daysJune 1, but not more than 60 days2030, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes shall be redeemable as a whole or in part in integral multiples of $1,000 principal amount, at the Company’s option (the an “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call DateOptional Redemption”), the redemption price will be at a 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid toto the date of redemption and assuming the notes mature on June 1, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, 2030) 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 20 30 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. date of redemption.
(c) At any time and from time to time on or after the Par Call DateJune 1, 2030, the Issuer Company may redeem the Notes, in Notes as a whole or in part, at the Company’s option (a redemption price “Special Redemption”), at a Redemption Price equal to 100% of the 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. Notwithstanding the foregoing, date of redemption.
(d) Further installments of interest on the Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to a the Redemption Date will shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and .
(except if the Redemption Date shall be an Interest Payment Datee) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall Optional Redemption or Special Redemption under this Section 3.05 will be electronically delivered or mailed 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 ; 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer 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 may be, under this Section 3.05.
Appears in 1 contract
Sources: Second Supplemental Indenture (Hanover Insurance Group, Inc.)
Optional Redemption. The Issuer may redeem (a) On or after August 14, 2022, the Notes in whole or in part, Company shall be entitled at its optionoption to redeem for cash all or a portion of the Bonds, at any time or from time to time prior to maturity on if the closing sale price of the Parent Shares has been at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder 130% of the Notes Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive) during any 30 consecutive Trading Day period (including the “Redemption Date”last Trading Day of such period) ending on, and including, the Trading Day immediately preceding the date on which the Company provides notice of such redemption pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the Indenture. The redemption price for any redemption pursuant to this clause (a) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes Bonds to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding Date (unless the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling Redemption Date falls after a Regular Record Date but on or prior to a Redemption Date will be payable on the immediately succeeding Interest Payment Date Date, in which case the Company will pay the full amount of accrued and unpaid interest to the registered Holders Holder of record as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption such Regular Record Date, and (except if the Redemption Date shall redemption price will be an Interest Payment Date) accrued interest, if any. If less than all equal to 100% of the Notes are principal amount of the Bonds to be redeemed).
(b) On or after August 14, 2023, the Notes to be redeemed Company shall be selected entitled at its option to redeem the Bonds, in accordance with whole or in part, at the procedures redemption prices applicable to the Bonds (expressed as a percentage of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes Bonds to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Pricebelow, plus accrued and unpaid interest, if any, interest thereon to, but not including, the Redemption Date (unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date., in which case the Company will pay the full amount of accrued and unpaid interest to the Holder of record as of the close of business on such Regular Record Date, and the redemption price will be equal to the applicable percentage of the principal amount of the Bonds to be redeemed) if redeemed during the twelve-month period beginning on August 14 of the years indicated below: YearPercentage 2023 101.250% 2024 100.625% 2025 and thereafter 100.000%
Appears in 1 contract
Sources: Indenture (Transocean Ltd.)
Optional Redemption. (a) The Issuer Company may redeem the Notes at any time on or prior to [●], 2018, unconditionally redeem, in whole or but not in part, the Notes at its option, option at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater of:
(i) of 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, to the Redemption Date. date of redemption.
(b) At any time after [●], 20189, but on or after the Par Call Dateprior to [●], 202110, the Issuer Company may redeem the NotesNotes at its option, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest to, the date of redemption.
(c) At any time after [●], 202111, the Company shall have the option to redeem the Notes, in whole or in part, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon, to the applicable redemption date.
(d) The Company may at any time redeem unconditionally, in whole but not in part, the Notes to be redeemed, at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest thereon toto the Tax Redemption Date and all Additional Amounts (as defined in Section 4.21 of the Indenture), but if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company or any Guarantor determines, acting reasonably and in good faith, that it has become or would become obligated to pay any Additional Amounts in respect of the Notes as a result of a Change in Tax Law, and (ii) such 9 The six month anniversary of the Restructuring Effective Date. 10 The third anniversary of the Restructuring Effective Date. 11 The third anniversary of the Restructuring Effective Date. obligation cannot including, be avoided by the Redemption DateCompany or any such Guarantor taking reasonable measures available to it. Notwithstanding the foregoing, installments no notice of interest on redemption of the Notes that are due and payable on Interest Payment Dates falling on or pursuant to this paragraph 5(d) may be given earlier than 60 days’ prior to the earliest date on which the Company could be obligated to pay such Additional Amounts if a Redemption Date will be payable on the Interest Payment Date to the registered Holders as payment in respect of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or the Note Guarantees was then due. Prior to giving notice of any portion thereof called for such redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with deliver to the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Datey) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate 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 Issuer delivered Relevant Taxing Jurisdiction to the Trustee no later than two Business Days prior 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.
(e) Any redemption pursuant to this paragraph shall be made pursuant to the Redemption Date. Notice provisions of redemption having been given as provided in Section 3.01 through Section 3.06 of 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 (CGG Marine B.V.)
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at At any time or and from time to time prior to maturity on at least 15 daysApril 1, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes 2050 (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Datepar call date”), the redemption price Issuer will be equal have the right, at its option, 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to the greater of (i) 100% of the aggregate principal amount of the Notes to be redeemed, plus redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) on such notes to be redeemed (not including any portion of the payments of interest that will be accrued and unpaid interest thereon to, but not including, to and including the Redemption Date. Notwithstanding the foregoing, installments date 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 redemption) discounted to the registered Holders as date of the close of business redemption on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 semi-annual basis at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption PriceTreasury Rate plus 20 basis points, plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but not includingexcluding, the Redemption Datedate of redemption. On or after the par call date, the Issuer will have the right, at its option, to redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, on the principal amount being redeemed to the date of redemption. “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes (assuming that the Notes matured on the par call date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes. “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Issuer obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
Appears in 1 contract
Optional Redemption. The Beginning on or after May 1, 2019, the Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 10 days, but not more than 60 days, prior notice electronically delivered or mailed to the each registered address of each Holder of the Notes (the “Redemption Date”) pursuant to ). If any or all of the following terms: At any time Notes are redeemed on or after May 1, 2019 and before September 10January 1, 2030 (the “Par Call Date”)2024, the redemption price will be equal to the greater of:
: (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
, or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of the interest and principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using at a discount rate equal to the sum of the Treasury Rate plus 20 10 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not including, the Redemption Date; provided, however, if the Redemption Date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, such accrued and unpaid interest will be paid on the Redemption Date to the holder of record on the Regular Record Date. At If any time or all of the Notes are redeemed on or after the Par Call DateJanuary 1, 2024, the Issuer may redeem the Notes, in whole or in part, at a redemption price will be equal to 100% of the aggregate principal amount of the Notes to be redeemed, 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 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 Indenturefor such Notes. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued and unpaid interest, if any, on such Notes. 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 event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be mailed (or otherwise electronically delivered or mailed delivered) at least 15 10 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Trustee is asked to give such notice it shall be notified in writing of such request at least 5 days prior to the date of the giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenturedescribed above, 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
Sources: Twelfth Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. The Issuer Prior to the applicable Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at its option, at any time or and from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes a Redemption Price (the “Redemption DatePrice”) pursuant (expressed as a percentage of principal amount and rounded to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be three decimal places) equal to the greater of:
(a) the (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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date (assuming the Notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), pluspoints, in the case of (i) or the 2028 Notes, and 25 basis points, in the case of the 2033 Notes less (ii) interest accrued to the applicable date of redemption (the “Redemption Date”), and
(b) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but not includingexcluding, the applicable Redemption Date. At any time on On or after the applicable Par Call Date, the Issuer Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemed, being redeemed plus accrued and unpaid interest thereon to, but not includingexcluding, the applicable Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due The Company’s actions and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults determinations in the payment of determining the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interestconclusive and binding for all purposes, if anyabsent manifest error. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected The Company will send by electronic delivery or mail otherwise in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice Depositary notice of any redemption shall be electronically delivered or mailed at least 15 10 days but not more than 60 days before the applicable 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 Once the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indentureis sent, the Notes called for redemption shall will become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interestinterest to the applicable Redemption Date, if anysubject to any conditions precedent specified in such notice. If such redemption is subject to satisfaction of one or more conditions precedent, tosuch notice shall describe each such condition, but and such notice may be rescinded in the event that any or all such conditions shall not includinghave been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Company shall notify Holders of any such rescission as soon as practicable after we determine that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent. In addition, the Company may provide in such notice that payment of the applicable Redemption DatePrice and performance of the Company’s obligations with respect to such redemption may be performed by another Person. In the case of a partial redemption of the Notes, selection of the Notes for redemption will be made pro rata, by lot or by such other method as the trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, 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 the Depositary (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. The Notes will not be entitled to the benefit of any mandatory redemption or sinking fund. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
Appears in 1 contract
Optional Redemption. The (1) On any Business Day during a Daily Rate Period or a Weekly Rate Period, and on the day after the last day of any such Rate Period, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer may redeem and the Notes Trustee, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of:
(i) 100% of their principal amount, plus accrued interest, if any, to the aggregate principal amount redemption date.
(2) On the day succeeding the last day of any Flexible Segment, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Notes to be redeemed; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted Borrower 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 Issuer and the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the NotesTrustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date.
(3) During the initial Term Rate Period, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and the Trustee, in whole or in part from time to time, on any date on or after September 1, 2016, at a price of par plus accrued interest, without premium. During any other Term Rate Period, the Bonds shall be subject to redemption by the Issuer, at the written direction of the Borrower to the Issuer and the Trustee, in whole at any time or in part from time to time on any date (i) after ten years, at a redemption price of 101% of the principal amount thereof, plus accrued interest, and (ii) after eleven years, at a redemption price of 100% of the principal amount thereof, plus accrued interest. With respect to any Term Rate Period (other than the initial Term Rate Period), the Borrower may specify in its notice of adjustment to or continuation of such 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, the Bonds shall be subject to redemption by the Issuer on the day following the last day of the Auction Rate Period then in effect, at the written direction of the Borrower to the Issuer and the Trustee, in whole or in part, at 100% of their principal amount, plus accrued interest, if any, to the redemption date.
(5) The Bonds shall be redeemed in whole at any time at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, thereof 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before , to the Redemption Date for the Notes, the Issuer 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 exercise its option to prepay the Redemption Date, 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 Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption Project shall be electronically delivered condemned or mailed at least 15 days but 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 more than 60 days before reasonably be controlled or overcome in the Redemption Date to each Holder economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Notes to be redeemed. Such notice Project for the purposes contemplated by the Agreement shall state the Redemption Price (if known) have occurred or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price technological changes that cannot reasonably be determined overcome shall have occurred which, in the judgment of the Borrower, render the continued operation of the Project uneconomic; or
(e) legal curtailment of the use and occupancy of all or substantially all of the Project for any reason, which curtailment shall prevent the 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate Project for a period 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 Datethree consecutive months.
Appears in 1 contract
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Fourth Supplemental Indenture, shall apply to the Notes.
(b) At any time and from time to time, the Notes in shall be redeemable, as a whole or in part, at its the Company’s option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price 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 of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 35 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of each of clause (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem Date for the Notes, in whole or in part, 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. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. .
(c) On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the 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. .
(d) 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 set forth described above in the Indenture, clause (b) shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. The Issuer may redeem all or, from time to time, a part of the Notes in whole or in partNotes, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be prices equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes being redeemed plus accrued interest, if any, to be redeemed; orthe redemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that on the Notes mature on the Par Call Date), exclusive being redeemed not including any portion of such payment of interest accrued and unpaid toon the date of redemption, but not including, from the Redemption Date if such Redemption Date is not an Interest Payment Dateredemption 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 Rate plus 20 50 basis points points; over
(such sum to be calculated as set forth in the Indenture), plus, in the case of (ib) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be being redeemed, plus accrued and unpaid interest thereon to, but not including, . If the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling optional redemption date is 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 after an interest record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notesrelated interest payment date, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, towill be paid to the B-7 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 1 contract
Optional Redemption. The Issuer may redeem Securities will be subject to redemption at the Notes option of the Company on any date on or after prior March 14, 2045 (a “Par Redemption Date”), in whole or in part, at its option, at any time or in part from time to time prior to maturity on (in $1,000 increments, provided that any remaining principal amount thereof shall be at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”minimum authorized denomination thereof), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes Securities 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexcluding, the Par Redemption Date. The Securities will be subject to redemption at the option of the Company on any date prior to March 14, 2045 (a “Make Whole Redemption Date”), in whole at any time or in part from time to time (in $1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to the greater of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the notes matured on March 14, 2045 (the “Par Call Date”) (exclusive of interest accrued to the Make Whole Redemption Date at the Adjusted Redemption) Treasury Rate plus 35 basis points, plus, in either case (i) or (ii), accrued and unpaid interest, if any, thereon to the Make Whole Redemption Date. If the giving of the notice of redemption is completed as provided in the Indenture, interest on such Securities or portions of Securities shall cease to accrue on and after the Par Redemption Date or Make Whole Redemption Date, as applicable, unless the Company shall default in the payment of such Redemption Price and accrued interest with respect to any such Security or portion thereof. The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Securities.
Appears in 1 contract
Sources: Third Supplemental Indenture (TYCO INTERNATIONAL PLC)
Optional Redemption. The Issuer Company may redeem the Notes Securities in whole or in part, at its option, at any time or from time to time in part prior to maturity on their Stated Maturity, at least 15 daysits option, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: :
(a) At any time before September 10May 22, 2030 (the “Par Call Date”)2023, the redemption price will shall be equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes Securities to be redeemed; or
redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateSecurities, 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 20 25 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Dateredemption date. The redemption price shall be determined by the Company and the Trustee shall have no duty to verify any such determination made by the Company.
(b) At any time on or after the Par Call DateMay 22, 2023, the Issuer may redeem the Notes, in whole or in part, at a redemption price shall be equal to 100% of the aggregate principal amount of the Notes Securities to be redeemed, plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Dateredemption date. Notwithstanding the foregoing, installments of interest on Notes Securities that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to Record Date in accordance with the Notes provisions of the Securities and the Indenture. On and after the Redemption Date redemption date for the NotesSecurities, interest will shall cease to accrue on the Notes such Securities or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price redemption price and accrued interest, if any. On or before the Redemption Date redemption date for the NotesSecurities, the Issuer Company shall deposit with the Trustee or a Paying Agent, Agent funds sufficient to pay the Redemption Price redemption price of the Notes Securities to be redeemed on the Redemption Dateredemption date, and (except if the Redemption Date redemption date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes Securities are to be redeemed, the Notes Securities to be redeemed shall be selected pro rata or by lot or by such method as the Trustee shall deem fair and appropriate, in accordance with the procedures of the DepositaryDepositary unless otherwise required by law or applicable stock exchange or Depositary requirements; provided, however, that in no event shall Notes Securities of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date redemption date to each Holder of the Notes Securities 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 set forth in the 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 Dateredemption date. Notice of redemption having been given as provided in the Indenture, the Notes Securities 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.
Appears in 1 contract
Sources: Second Supplemental Indenture (Marvell Technology, Inc.)
Optional Redemption. The Issuer (a) At any time prior to the applicable Par Call Date (as defined below) in respect of the 2029 Notes, the 2031 Notes, the 2034 Notes or the 2054 Notes, the Company may redeem the Senior Notes of such series, in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the 2029 Notes, the 2031 Notes, the 2034 Notes or the 2054 Notes to be redeemed; or
redeemed and (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after (excluding interest accrued to the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature Date) on the Par Call Date)2029 Notes, exclusive of interest accrued and unpaid tothe 2031 Notes, but not including, the 2034 Notes or the 2054 Notes to be redeemed from the Redemption Date if to the applicable Par Call Date of such Redemption Date is not an Interest Payment Dateseries of Senior 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 ) at the applicable Treasury Rate plus 15 basis points in the case of the 2029 Notes, plus 15 basis points in the case of the 2031 Notes, plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)the 2034 Notes and plus 20 basis points in the case of the 2054 Notes, plus accrued and unpaid interest thereon interest, if any, on the principal amount of the Senior Notes being redeemed to, but not includingexcluding, the Redemption Date. At any time on or after the applicable Par Call DateDate in respect of a series of Senior Notes, the Issuer Company may redeem the NotesSenior Notes of such series, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the such Senior Notes to be being redeemed, plus accrued and unpaid interest thereon interest, if any, on the principal amount of the Senior Notes being redeemed to, but not includingexcluding, the Redemption DateDate (such redemption, a “Par Call”). Notwithstanding Unless the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as Company defaults in payment of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the NotesPrice, interest will cease to accrue on the Senior Notes or any portion thereof portions of the Senior Notes called for redemption, unless the Issuer defaults in the payment of the Redemption Price redemption on and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on after the Redemption Date, and .
(except if b) Notice of any redemption of the Redemption Date Senior 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 mailed or otherwise delivered in accordance with the applicable procedures of the Depositary; provided, however, that Depository in no event shall Notes accordance with Section 11.04 of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed the Base Indenture at least 15 10 days but not more than 60 days before the Redemption Date to each Holder of the 2029 Notes, the 2031 Notes, the 2034 Notes or the 2054 Notes to be redeemed. Such If less than all of the Senior Notes then Outstanding of any series are to be redeemed, the Trustee will select the particular Senior Notes of the series or portions thereof in accordance with Section 11.03 of the Base Indenture.
(c) Notice of any redemption of the Senior Notes in connection with a transaction or an event may, at the Company’s discretion, be given prior to the completion or the occurrence thereof. Any redemption or notice shall state may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. At the Company’s discretion, the Redemption Price (if known) Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the formula pursuant to which event that any or all such conditions shall not have been satisfied by the Redemption Price is Date, or by the Redemption Date as so delayed. The Company shall, at its own cost and expense, provide, or arrange for written notice of any such delay, non-occurrence or rescission to be determined if given to the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate holders of the Issuer delivered to Securities and the Trustee no later than two Business Days prior to the Redemption Date. Notice ; provided that, at the Company’s written request provided to the Trustee prior to the Redemption Date, notice, prepared by the Company, of redemption having been any such delay, non-occurrence or rescission shall be given as provided by the Trustee in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date name and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not includingexpense of the Company.
(d) For the purposes of this Section 1.06, the Redemption Date.terms below are defined as follows:
Appears in 1 contract
Sources: Supplemental Indenture (Cigna Group)
Optional Redemption. (a) The Issuer Company may redeem (an “Optional Redemption”) for cash all or any portion of the Notes, at the Redemption Price, if (i) the Last Reported Sales Price of the Ordinary Shares has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days (whether or not consecutive), including the Trading Day immediately preceding the Redemption Notice Date, during any 30 consecutive Trading Day period ending on, and including the Trading Day immediately preceding the Redemption Notice Date and (ii) either (A) a registration statement covering the resale of the Ordinary Shares issuable upon exchange of the Notes is effective and available for use and is expected to remain effective and available for use during the Redemption Period as of the Redemption Notice Date, or (B) the Ordinary Shares issuable upon exchange of the Notes are eligible for resale by Holders other than the Parent’s or Company’s Affiliates or Holders that were the Parent’s or Company’s Affiliates at any time during the three months immediately preceding.
(b) The Company may redeem the Notes for cash, in whole or but not in partpart (except in respect of Holders that elect otherwise as described below), at its option, the Company’s option (a “Tax Redemption”) at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Redemption Price if all of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater ofare 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 of Issue Date (or, if the Notes to be redeemedapplicable Relevant Taxing Jurisdiction becomes a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date); or
(B) any amendment to, or change in, an official interpretation or application regarding such laws, tax treaties, regulations, protocols or rulings, including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in administrative practice that is formally announced and becomes effective, in each case, after the Issue Date (or, if the applicable Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, such later date) (any such amendment or change described in clauses (A) or (B), a “Change in Tax Law”);
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but Company cannot including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth avoid any payment obligation specified in the Indenture), plus, in the case of clause (i) or above by taking reasonable measures available to the Company (ii), accrued provided that listing the Notes on a recognized stock exchange for purposes of Sections 9(15D) and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% 97(B2) of the aggregate principal amount Israeli Income Tax Ordinance is, and changing the Company’s jurisdiction is not, a reasonable measure for purposes of this Section 16.01(b)); and
(iii) 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 be redeemed, plus accrued remain effective and unpaid interest thereon to, but not including, available for use during the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders Period as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption 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 part. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Datethree months immediately preceding.
Appears in 1 contract
Sources: Indenture (Gamida Cell Ltd.)
Optional Redemption. (a) The Issuer Company may redeem the Notes in whole or in partthis Note at any time, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes 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 will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and subject to compliance with this Section 3.1.
(except if the Redemption Date shall be an Interest Payment Dateb) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the ;
(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. The Issuer (A) During any Flexible Interest Rate Period, Daily Interest Rate Period or Weekly Interest Rate Period, the Series 1990A Bonds may redeem be redeemed by the Notes Trustee with Available Moneys on deposit in whole or in partthe Bond Fund, at its option, at any time or from time to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder option of the Notes (the “Redemption Date”) pursuant to the following terms: At Company, on any time before September 10, 2030 (the “Par Call Date”), the redemption price will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the Treasury Rate plus 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes to thereof.
(B) The Series 1990A Bonds shall be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest redeemed in whole on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the any Interest Payment Date (which for Bonds bearing interest at Flexible Interest Rates shall be the latest Interest Payment Date on which interest is payable for all Flexible Interest Rate Periods theretofore established) with Available Moneys on deposit in the Bond Fund at a redemption price equal to the registered Holders as principal amount thereof upon receipt by the Trustee of a written notice from the Company stating that any of the close 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 business on the relevant record date according 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, 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 Notes and Company for continued operation;
(III) unreasonable burdens or excessive liabilities shall be imposed upon the Indenture. Issuer or the Company with respect to the Facility or the operation thereof; or
(IV) all or substantially all of the property of the Company shall be transferred or sold to any corporation other than an affiliate of the Company or the Company shall be consolidated with or merged into a corporation other than an affiliate of the Company in such manner that the Company is not the surviving corporation.
(C) On and after the Redemption Date for effective date of any Term Interest Rate Period, the Notes, interest will cease Series 1990A Bonds shall be subject to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in whole or in part with Available Moneys on deposit in the payment Bond Fund, at the option of the Redemption Price Company, at the principal amount thereof without premium. During any Term Interest Rate Period, the Series 1990A Bonds also shall be subject to redemption, in whole or in part, with Available Moneys on deposit in the Bond Fund, at the option of the Company, at the times (measured in each case from the first day of the applicable Term Interest Rate Period), and at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.date:
Appears in 1 contract
Sources: Indenture of Trust (Enron Corp/Or/)
Optional Redemption. The Issuer may redeem the Notes Bonds shall be subject to redemption, in whole or in part, at its optionthe option of the Authority upon the direction of the Company, at from related payments made by the Company pursuant to Section 4.02 of the Participation Agreement and the Company Obligation and any time or from time other monies held by the Trustee in the Bond Fund and specifically available to time prior to maturity on at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed be applied to the registered address redemption of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater ofBonds as provided in this Section 5.01 and Section 10.03 hereof:
(ia) During any Commercial Paper Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof, at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed; oramount.
(iib) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon that would During any Auction Rate Period, Auction Rate Bonds shall be due after the related Redemption Date but for such subject to redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Business Day immediately succeeding each Auction Date, discounted to the Redemption Date on as 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 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, in 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 to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called fixed for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes.
(d) During any Weekly Rate Period, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date such 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Pricethereof, plus accrued and unpaid interestinterest to the date fixed for redemption, if any.
(e) During any Monthly Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof.
(f) During any Semi-annual Rate Period, such Bonds shall be subject to redemption on each Interest Payment Date, as a whole or in part, at the principal amount thereof.
(g) During any Term Rate or Fixed Rate Period, such Bonds shall be subject to redemption in whole at any time on any Business Day or in part on any Interest Payment Date as follows: after the No-Call Period, which shall begin on the first day of the Calculation Period applicable to such Bonds or on a Fixed Rate Conversion Date, as the case may be, at a redemption price equal, initially, to the 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 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. The Issuer may redeem the Notes will be redeemable in whole or in part, at its the Company’s option, at any time or and from time to time prior to maturity on at least 15 daysNovember 15, but not more than 60 days, 2027 (three months prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Stated Maturity Date) at a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (ithe “Applicable Premium”) (a) 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for (not including any portion of such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive payments of interest accrued and unpaid to, but not including, as of the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the Treasury Rate (as defined below), plus 20 15 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date. At any time on or after the Par Call Date, the Issuer may redeem the Notes, The Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time on or after November 15, 2027 (three months prior to the Stated Maturity Date) at a redemption price Redemption Price equal to 100% of the 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. Notwithstanding the foregoingFurther, installments of interest on any Notes to be optionally redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the applicable Interest Payment Date to the registered Holders of the Notes as of the close of business on the relevant record date Regular Record Date according to the such Notes and the Indenture. On 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 the Redemption Date for the NotesDate, interest will cease to accrue on the Notes or any portion portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall 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. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.following terms are applicable:
Appears in 1 contract
Optional Redemption. The Issuer may redeem the Notes in whole or in part, at its option, at any time or from time to time prior to maturity on at least 15 daysMaturity (the date of such redemption, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant ). The Redemption Price prior to the following terms: At any time before September 10August 15, 2030 2059 (the “Applicable Par Call Date”), the redemption price ) will be 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 of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment DateRemaining 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 20 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii), accrued and unpaid interest thereon to, but not including, the Redemption Date. At In the case of any time redemption with a Redemption Date on or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at a redemption price Redemption Price will equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date Regular Record Date according to the Notes and the Indenture, subject to the applicable procedures of the Depositary. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected 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. 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 set forth in the 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. The Issuer may redeem Notes shall be redeemable, at the Notes Company’s sole option, in whole or in part, at its option, at any time or in part from time to time time, in each case prior to maturity on at least 15 daysNovember 1, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 2031 (the “Par Call Date”), the redemption price will be for cash, at a Redemption Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of the principal thereof of and interest thereon on the Notes to be redeemed that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that if the Notes mature matured on the Par Call Date), Date (exclusive of unpaid interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment 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 20 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in each case, unpaid interest, if any, on the case principal amount of (i) or (ii), the Notes to be redeemed accrued and unpaid interest thereon to, but not including, the such Redemption Date. At In addition, at any time on or after the Par Call Date, the Issuer may redeem Notes shall be redeemable, at the NotesCompany’s sole option, in whole at any time or in partpart from time to time, for cash, at a redemption price 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, the such Redemption Date. Notwithstanding the foregoing, installments interest shall be payable to Holders of interest the Notes on Notes that are due and payable on the Regular Record Date applicable to an Interest Payment Dates Date falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of either series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”)of either series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 40 basis points (such sum to be calculated as set forth in the Indenture), pluspoints, in the case of (i) or (ii)the 2027 Notes, and 45 basis points, in the case of the 2032 Notes; plus, in each 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. At any time on or On and after the applicable Par Call Date, the Issuer may redeem the NotesNotes of each series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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) The Notes of either 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 March 30, 2020, 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 March 30, 2020, 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 on any series of Notes that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a the Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(e) On and after 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 Issuer 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 Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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 part. applicable stock exchange requirements.
(f) 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At of any time before September 10, 2030 (the “Par Call Date”)series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
6 (i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or
, and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)the 2031 Notes, 10 basis points in the case of the 2032 Notes, 10 basis points in the case of the 2035 Notes and 15 basis points in the case of the 2037 Notes; 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. At any time on or On and after the their applicable Par Call Date, the Issuer may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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 that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a any Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after the applicable Optional Redemption Date for any series of the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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, which may be on a pro rata pass-through distribution of principal basis, and, in the procedures case of the Depositary; provideddefinitive securities, however, that in no event shall Notes of a principal amount of $2,000 by lot unless otherwise required by law or less be redeemed in part. applicable 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Officer’s Certificate of the Issuer 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. The Issuer may redeem the Notes will be redeemable, in whole or in part, at its option, the option of the Company at any time or from time to time prior to maturity on at least 15 daystime, but upon not less than 30 nor more than 60 days, ’ notice. If the Redemption Date occurs before the date that is three months prior notice electronically delivered or mailed to the registered address of each Holder Stated Maturity, the Company will pay the Holders of the Notes (the “being redeemed a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
of (i) 100% of the aggregate principal amount of the Notes to be redeemed; or
their redeemed Notes, or (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining principal amount and scheduled payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that on the Notes mature on to be redeemed (not including the Par Call Date), exclusive portion of any such payments of interest accrued and unpaid to, but not including, as of the Redemption Date if such Redemption Date is not an Interest Payment Date), discounted to the Redemption Date in accordance with customary market practice 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 20 30 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii)each case, accrued and unpaid interest thereon to, but not including, to the Redemption Date. At any time If the Redemption Date occurs on or after the Par Call Datedate that is three months prior to the Stated Maturity, the Issuer may redeem Company will pay the Notes, in whole or in part, at Holders of the Notes being redeemed a redemption price Redemption Price equal to 100% of the aggregate principal amount of the Notes to be redeemedtheir redeemed Notes, plus accrued and unpaid interest thereon to, but not including, to the Redemption Date. Notwithstanding Unless the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as Company defaults in payment of the close of business Redemption Price, on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the NotesDate, interest will cease to accrue on the Notes Notes, or any portion portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Trustee will select the Notes to be redeemed by such method as the Trustee shall be selected in accordance with the procedures deem fair and appropriate. The Trustee may select for redemption Notes and portions of the Depositary; provided, however, that Notes in no event shall Notes of a principal amount amounts of $2,000 or less be redeemed and any integral multiple of $1,000 in part. 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Dateexcess thereof.
Appears in 1 contract
Optional Redemption. (a) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At of any time before September 10, 2030 (the “Par Call Date”)series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
(i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or, and
(ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)the 2028 Notes, 15 basis points in the case of the 2031 Notes, and 15 basis points in the case of the 2041 Notes; 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. At any time on or On and after the their applicable Par Call Date, the Issuer may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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 that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a any Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after the applicable Optional Redemption Date for any series of the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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 part. applicable 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem provisions of Article III of the Base Indenture, as amended by the provisions of this Supplemental Indenture, shall apply to the Notes with respect to this Section 1.3.
(b) Prior to their applicable Par Call Date, the Notes of any series shall be redeemable, in whole or in part, at its option, at any time or in part from time to time prior to maturity on time, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder Company’s option. Upon redemption of the Notes (the “Redemption Date”) pursuant to the following terms: At of any time before September 10, 2030 (the “Par Call Date”)series, the redemption price will be Company shall pay an Optional Redemption Price equal to the greater of:
: (i) 100% of the aggregate principal amount of the Notes of such series to be redeemed; or
, and 6 (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would Notes of such series to be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Dateredeemed, 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 20 10 basis points (such sum to be calculated as set forth in the Indenture), plus, in the case of (i) or (ii)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 case, in addition to such Optional Redemption Price, accrued and unpaid interest thereon thereon, if any, to, but not includingexcluding, the Optional Redemption Date. At any time on or On and after the their applicable Par Call Date, the Issuer may redeem the NotesNotes of any series shall be redeemable, in whole at any time or in partpart from time to time, at a redemption price the Company’s option, at an Optional Redemption Price equal to 100% of the 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 that are due and payable on Interest Payment Dates falling whose Stated Maturity is on or prior to a any Optional Redemption Date will shall be payable on the applicable Interest Payment Date to the Holders of such Notes registered Holders as of such at the close of business on the relevant applicable regular record date according pursuant to the Notes and the Indenture. .
(d) On and after the applicable Optional Redemption Date for any series of the Notes, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Optional Redemption Price and accrued and unpaid interest, if any. On or before the Business Day prior to the Optional Redemption Date for the Notesany Notes to be redeemed, the Issuer Company shall deposit with the Trustee or a Paying Agentpaying agent, funds sufficient to pay the Optional Redemption Price of the such Notes to be redeemed on 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 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 part. applicable 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 set forth described above in the Indentureclause (b), shall be set forth in an Officers’ Certificate of the Issuer 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) The Issuer may redeem the 2018 Notes in whole or in partare redeemable, at its optionthe option of the Partnership, at any time in whole, or from time to time prior to maturity on in part, at least 15 days, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “a Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be Price equal to the greater of:
: (i) 100% of the aggregate principal amount of the 2018 Notes to be redeemed; or
or (ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest thereon (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 (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not includingexcluding, the Redemption Date if such Redemption Date is not an Interest Payment Date, ) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to ) at the applicable Treasury Rate Yield plus 20 25 basis points (such sum to be calculated as set forth in the Indenture), points; plus, in the case of (i) or (ii)either case, accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Date.
(b) 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 Issuer may redeem 2026 Notes are redeemable, at the Notesoption of the Partnership, in whole or in part, at a redemption price 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 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 45 basis points; plus, in either case, accrued and unpaid interest to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling At any time on or prior to 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 Date will be payable on the Interest Payment Date Price equal to the registered Holders as 100% of the close of business on the relevant record date according to the Notes and the Indenture. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment principal amount of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the 2045 Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes are to be redeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be electronically delivered or mailed at least 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 set forth in the Indenture, shall be set forth in an Officers’ Certificate of the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, interest to, but not includingexcluding, the Redemption Date.
(d) The actual Redemption Price, determined as provided in Sections 4.1(a), 4.1(b) and 4.1(c), shall be calculated and certified to the Trustee and the Partnership by the Independent Investment Banker.
(e) The Partnership shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Energy Transfer Partners, L.P.)
Optional Redemption. The Issuer may redeem (a) Subject to Section 1.02 hereof, the provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Notes.
(b) At any time before the 2023 Par Call Date, the 2023 Notes in shall be redeemable, as a whole or in part, at its option, at any time or from time to time prior to maturity on in part, at least 15 daysthe Company’s option, but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption Date”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the at a redemption price will be equal to the greater of:
of (i) 100% of the aggregate principal amount of the applicable 2023 Notes to be redeemed; or
redeemed and (ii) the sum of the present values of the remaining scheduled payments Remaining Scheduled Payments of the principal thereof and interest thereon that would be due after the related Redemption Date but for such redemption (assuming, for this purpose, that the Notes mature on the Par Call Date), exclusive of interest accrued and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date2023 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 20 25 basis points (such sum to be calculated as set forth in the Indenture)points, plus, in the case of (i) or (ii), plus accrued and unpaid interest thereon to, but not includingexcluding, the Redemption Dateredemption date for such 2023 Notes. 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 Issuer may redeem the Notes2023 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 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 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 the foregoingSection 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 will redemption date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to Record Date in accordance with the provisions of such Notes of the applicable series and the Indenture. .
(e) On and after the Redemption Date redemption date for the NotesNotes of the applicable series, interest will shall cease to accrue on the such Notes or any portion thereof called for redemption, unless the Issuer Company defaults in the payment of the Redemption Price redemption price and accrued interest, if any. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest, if any. If less than all of the Notes 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. .
(f) 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 set forth described above in the IndentureSection 4.01(b) and Section 4.01(c), as applicable, 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 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.)