Common use of Redemption at Option of Holder Clause in Contracts

Redemption at Option of Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder, in any integral multiple of $1,000, on June 1, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "Purchase Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Change of Control (as defined below) occurs, each Holder of Securities shall have the right, at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice (the "Final Surrender Date") the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Company.

Appears in 1 contract

Samples: Baxter International Inc

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Redemption at Option of Holder. Subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase, at the option of the Holder, all or any portion of the Securities held by such Holder, in any integral multiple of $1,000, on June 1, 2002, June 1May 15, 2006, June 1May 15, 20011 2011 and June 1May 15, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "Purchase Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder holder thereof shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Fundamental Change of Control (as defined below) occurs, each Holder holder of Securities shall have the right, at the Holderholder's option, to require the Company to repurchase all of such Holderholder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Fundamental Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Fundamental Change of Control Purchase Date (the "Fundamental Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of ControlFundamental Change, the Company is obligated to mail or cause the Trustee to mail to all Holders holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Fundamental Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice (the "Final Surrender Date") the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Company.

Appears in 1 contract

Samples: Genzyme Corp

Redemption at Option of Holder. Subject A holder of Class B preferred shares shall be entitled to require the Corporation to redeem, subject to the terms and conditions requirements of The Corporations Act (Manitoba) as now enacted or as the Indenturesame may from time to time be amended, the Company shall become obligated to purchase, at the option of the Holder, all re-enacted or any portion of the Securities held by such Holder, in any integral multiple of $1,000, on June 1, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 (each, a "Purchase Date") at a purchase price per Security equal to 100% of the aggregate principal amount of the Security (the "Purchase Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenturereplaced, at any time from or times all or any of the opening Class B preferred shares held by such holder by tendering to the Corporation at its registered office a share certificate or certificates representing the Class B preferred shares which the holder desires to have the Corporation redeem together with a request in writing specifying (i) that the holder desires to have the Class B preferred shares represented by such certificate or certificates redeemed by the Corporation, if part only of the shares represented by such certificate or certificates is to be redeemed, the number thereof so to be redeemed and (ii) the business day (herein referred to in this Article 5 as the "Redemption Date") on which the holder desires to have the Corporation redeem such Class B preferred shares. The Redemption Date shall be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the request in writing is given to the Corporation. Upon receipt of a share certificate or certificates representing the Class B preferred shares which the holder desires to have the Corporation redeem together with such a request the Corporation shall on the date that is 20 Business Days prior Redemption Date redeem such Class B preferred shares by paying to such Purchase Date until holder the close of business on the fifth Business Day prior to Redemption Amount (as hereinafter defined) for each such Purchase Date, and upon delivery Class B preferred share being redeemed. Such payment shall be made by cheque payable at par at any branch of the Securities Corporation's bankers for the time being in Canada (or, with the consent of the holder, by any other means of immediately available funds or, with the consent of the holder, by the issuance to the Paying Agent holder of a promissory note of the Corporation payable upon demand without interest or, if all of the holders of the Class B preferred shares consent, by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice distribution of withdrawal in accordance with the provisions assets of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities Corporation or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof shall have no by any other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Securitymeans). If a Change part only of Control (as defined below) occurs, each Holder of Securities the shares represented by any certificate are redeemed a new certificate for the balance shall have the right, be issued at the Holder's option, to require expense of the Company to repurchase all Corporation. The said Class B preferred shares shall be redeemed on the Redemption Date and from and after the Redemption Date the holder of such Holder's Securities, or shares shall cease to be entitled to dividends and shall not be entitled to exercise any portion of the rights of a holder of Class B preferred shares in respect thereof that unless payment of the Redemption Amount is an integral multiple of $1,000, not made on the date (Redemption Date, in which event the "Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% rights of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record holder of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice (the "Final Surrender Date") the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Companysaid Class B preferred shares shall remain unaffected.

Appears in 1 contract

Samples: Amalgamation Agreement (Canwest Media Inc)

Redemption at Option of Holder. Subject 7. A holder of Preference Shares shall be entitled to require the terms and conditions of the IndentureCorporation to redeem at any time or times after September 26, the Company shall become obligated to purchase, at the option of the Holder1985, all or any portion of the Securities Preference Shares registered in the name of such holder on the books of the Corporation by tendering to the Corporation at its head office a share certificate or share certificates representing the preference shares, or, if a part only of the shares held by the registered holder is to be redeemed, the number thereof, which the registered holder desires to have the Corporation redeem together with a request in writing specifying (i) that the registered holder desires to have the Preference Shares represented by such Holder, certificate or certificates redeemed by the Corporation and (ii) the business day (in any integral multiple this clause 7 referred to as the “redemption date”) on which the holder desires to have the Corporation redeem such Preference Shares. Requests in writing shall specify a redemption date which shall be not less than thirty (30) days after the day on which the request in writing is given to the Corporation; upon receipt of $1,000, a share certificate or share certificates representing the Preference Shares which the registered holder desires to have the Corporation redeem together with such a request the Corporation shall on June 1, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 (each, a "Purchase Date") at a purchase price per Security the redemption date redeem such Preference Shares by paying to such registered holder an amount equal to 100% the aggregate par value of the aggregate principal amount of the Security (the "Purchase Price"), Preference Shares being redeemed together with all accrued and unpaid interest fixed preferential cumulative cash dividends thereon (which for such purpose shall be calculated as if such dividends were accruing on a daily basis up to but the redemption date); such payment shall be made by cheque payable at par at any branch of the Corporation’s bankers for the time being in Canada; the said Preference Shares shall be redeemed on the redemption date and from and after the redemption date such shares shall cease to be entitled to dividends and the holders thereof shall not including be entitled to exercise any of the Purchase Date (provided that, if rights of holders of Preference Shares in respect thereof unless payment of the Purchase Date redemption price is not made on or after an interest record date but on or prior to the related interest payment redemption date, interest will be payable to in which event the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery rights of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions holders of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof said shares shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Change of Control (as defined below) occurs, each Holder of Securities shall have the right, at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice (the "Final Surrender Date") the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Companycontinue unaffected.

Appears in 1 contract

Samples: Amalgamation Agreement (Thermadyne Holdings Corp /De)

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Redemption at Option of Holder. Subject (a) Each Holder shall have ------------------------------- the right, at such Holder's option, exercisable at any time prior to July 15, 2003 and subsequent to June 15, 2003, to require the terms Company to redeem, and conditions upon the exercise of the Indenture, such right the Company shall become obligated to purchase, at the option of the Holderredeem, all or any portion part of the Securities held by such Holder, in 's Debentures that is $1,000 or any integral multiple of $1,000thereof in principal amount, on June 1August 15, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 2003 (each, a the "Purchase Redemption Date") at a purchase redemption price per Security in cash equal to 100% of the aggregate principal amount of the Security such Debenture (the "Purchase Redemption Price"), together with accrued and unpaid interest up to but not including the Purchase Date (provided that, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record dateRedemption Date. (b) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery of the Securities to the Paying Agent by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice of withdrawal in accordance with the provisions of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof shall have no other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Security. If a Change of Control (as defined below) occurs, each Holder of Securities shall have the right, at the Holder's option, to require the Company to repurchase all of such Holder's Securities, or any portion thereof that is an integral multiple of $1,000, on the date (the "Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase a redemption right, a Holder of Securities must surrenderDebentures shall deliver (i), on or before to the date whichCompany and to the Trustee, subject to any contrary requirements of applicable law, is 60 days after the date of mailing irrevocable written notice of the Company Notice Holder's election to exercise such right (the "Final Surrender DateHolder's Notice") ), which shall set forth the Securities name of the Holder, the amount of Debentures to be redeemed and a statement that an election to exercise the redemption right is being made thereby and (ii), to the Trustee, the Debentures with respect to which the redemption right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Company if required by the Trustee or the Company. Debentures held by a securities depositary may be delivered in such other manner as may be agreed to by such securities depositary and the Company and the Trustee. Such written notice shall be irrevocable. The Debentures surrendered for redemption shall, on the Redemption Date, become due and payable at the Redemption Price, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Debentures shall cease to bear interest. Upon surrender of any such Debentures for redemption in accordance with the Holder's Notice, such Debentures shall be paid by the Company at the Redemption Price plus accrued interest to the Redemption Date; provided, --------- however, that installments of interest whose Stated Maturity is prior to the -------- Redemption Date shall be payable to the Holders of such Debentures, or one or more Predecessor Securities, according to the terms and provisions of Section 307.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Citizens Utilities Co)

Redemption at Option of Holder. Subject A holder of Class A preferred shares shall be entitled to require the Corporation to redeem, subject to the terms and conditions requirements of The Corporations Act (Manitoba) as now enacted or as the Indenturesame may from time to time be amended, the Company shall become obligated to purchasere-enacted or replaced, at the option of the Holder, anytime or times all or any portion of the Securities Class A preferred shares held by such Holderholder by tendering to the Corporation at its registered office a share certificate or certificates representing the Class A preferred shares which the holder desires to have the Corporation redeem together with a request in writing specifying (i) that the holder desires to have the Class A preferred shares represented by such certificate or certificates redeemed by the Corporation and, if only part of the shares represented by such certificate or certificates is to be redeemed, the number thereof so to be redeemed and (ii) the business day (herein referred to in any integral multiple of $1,000, on June 1, 2002, June 1, 2006, June 1, 20011 and June 1, 2016 (each, a this Article 4 as the "Purchase Redemption Date") on which the holder desires to have the Corporation redeem such Class A preferred shares. The Redemption Date shall be not less than 30 days (or such shorter period to which the Corporation may consent) after the day on which the request in writing is given to the Corporation. Upon receipt of a share certificate or certificates representing the Class A preferred shares which the holder desires to have the Corporation redeem together with such a request the Corporation shall on the Redemption Date redeem such Class A preferred shares by paying to such holder the Redemption Amount (as hereinafter defined) for each such Class A preferred share being redeemed. Such payment shall be made by cheque payable at a purchase price per Security equal to 100% par at any branch of the aggregate principal amount Corporation's bankers for the time being in Canada (or, with the consent of the Security (holder, by any other means of immediately available funds or, with the "Purchase Price")consent of the holder, together with accrued and unpaid by the issuance to the holder of a promissory note of the Corporation payable upon demand without interest up to but not including the Purchase Date (provided thator, if the Purchase Date is on or after an interest record date but on or prior to the related interest payment date, interest will be payable to the Holders in whose names the Securities are registered at the close of business on the relevant record date) upon delivery of a Purchase Notice containing the information set forth in the Indenture, at any time from the opening of business on the date that is 20 Business Days prior to such Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date, and upon delivery all of the Securities to holders of the Paying Agent Class A preferred shares consent, by the Holder as set forth in the Indenture. Holders have the right to withdraw any Purchase Notice by delivering to the Paying Agent a written notice distribution of withdrawal in accordance with the provisions assets of the Indenture. If cash sufficient to pay the Purchase Price of and accrued and unpaid interest on, all Securities Corporation or portions thereof to be purchased as of the Purchase Date is deposited with the Paying Agent on the Business Day following the Purchase Date, the Holder thereof shall have no by any other rights other than the right to receive the Purchase Price, together with accrued and unpaid interest to but not including the Purchase Date, upon surrender of such Securitymeans). If a Change part only of Control (as defined below) occurs, each Holder of Securities the shares represented by any certificate are redeemed a new certificate for the balance shall have the right, be issued at the Holder's option, to require expense of the Company to repurchase all Corporation. The said Class A preferred shares shall be redeemed on the Redemption Date and from and after the Redemption Date the holder of such Holder's Securities, or shares shall cease to be entitled to dividends and shall not be exercise any portion of the rights of a holder of Class A preferred shares in respect thereof that unless payment of the Redemption Amount is an integral multiple of $1,000, not made on the date (Redemption Date, in which event the "Change of Control Purchase Date") selected by the Company that is not less than 10 nor more than 30 days after the Final Surrender Date (as defined below), at a price equal to 100% rights of the principal amount thereof, plus accrued interest to the Change of Control Purchase Date (the "Change of Control Purchase Price"). Unless the Company shall have theretofore called for redemption all the outstanding Securities, on or before the 30th day after the occurrence of a Change of Control, the Company is obligated to mail or cause the Trustee to mail to all Holders of record holder of the Securities a notice (the "Company Notice") describing, among other things, the occurrence of such Change of Control and of the repurchase right arising as a result thereof. The Company must deliver a copy of the Company Notice to the Trustee and cause a copy of such notice to be published in a newspaper of general circulation in the Borough of Manhattan, The City of New York. To exercise the repurchase right, a Holder of Securities must surrender, on or before the date which, subject to any contrary requirements of applicable law, is 60 days after the date of mailing of the Company Notice (the "Final Surrender Date") the Securities with respect to which the right is being exercised, which, in the case of definitive Securities, must be duly endorsed for transfer to the Companysaid Class A preferred shares shall remain unaffected.

Appears in 1 contract

Samples: Amalgamation Agreement (Canwest Media Inc)

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