Redemption for Regulatory Reasons Sample Clauses

Redemption for Regulatory Reasons. Subject to the prior consent of the competent supervisory authority, the Issuer may redeem all of the Notes in whole but not in part, at any time at the option of the Issuer, at the Redemption Price together with any accrued and unpaid interest to (but excluding) the Redemption Date if there is a change in the regulatory classification of the Notes that would be likely to result in (i) its exclusion in full or in part from the Issuer’s own funds under the CRR or any successor legislation, other than for reasons of an amortization in accordance with Article 64 (2) of the CRR, or as a consequence of a write down or conversion, as the case may be, or (ii) their reclassification as a lower quality of the Issuer’s own funds than as of the Issue Date, provided that the conditions in Article 78(4)(a) of the CRR are met, pursuant to which the competent supervisory authority may permit any such redemption only if it considers the change in the regulatory classification to be sufficiently certain and is satisfied that the regulatory reclassification of the Notes was not reasonably foreseeable at the Issue Date. Notice of such redemption shall be given to the Holders upon not less than 30 and not more than 60 days prior to the date of redemption. Any such notice shall be given in accordance with Section 12.02 of the Base Subordinated Indenture only after having received the consent of the competent supervisory authority. Subject to Section 2.04(h), such notice shall be irrevocable and shall state the date set for redemption and the reason for redemption.
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Redemption for Regulatory Reasons. In the event that the adoption of any applicable law, rule or regulation or any change in any applicable law, rule or regulation or any change in the interpretation or administration thereof by any Governmental Agency charged with the interpretation or administration thereof, or compliance by any Holder of 7-Year Floating Rate Notes with any request or directive (whether or not having the force of law) of any such Governmental Agency shall make it unlawful or impossible for any Holder of 7-Year Floating Rate Notes to continue to hold, own, maintain or fund its 7-Year Floating Rate Notes and such Holder so notifies the Trustee, the Trustee will forthwith give notice thereof to the Company. If such Holder determines that it may not lawfully continue to maintain and fund its 7-Year Floating Rate Notes until maturity and so specifies in such notice, the Company will, on the date provided therein, repay in full the then outstanding principal amount of each such 7-Year Floating Rate Note, together with accrued interest thereon, upon presentation thereof by such Holder with respect to any such Note. If it is lawful for such Holder to maintain such 7-Year Floating Rate Note through the next Interest Payment Date then applicable to such 7-Year Floating Rate Note, such repayment will be due on such Interest Payment Date. If such Holder shall instead determine that it is not lawful to continue to maintain such 7-Year Floating Rate Note, such repayment will be due within 15 days after the date of receipt of such notice by the Company; provided, however, that Holders of 7-Year Floating Rate Notes will use their best efforts to avoid such unlawfulness through, without limitation, the transfer of its 7-Year Floating Rate Notes to a different Holding Office or to another Person if such transfer will avoid such unlawfulness and will not, in the sole judgment of such Holders, be otherwise reasonably disadvantageous to such Holders.
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Redemption for Regulatory Reasons. If a Regulatory Event (as defined in the Preliminary Prospectus Supplement) has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Securities at any time at their Redemption Price on the relevant date fixed for redemption, subject to the redemption conditions.
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Redemption for Regulatory Reasons. Provided that the Redemption and/or Purchase Conditions are met, and subject to the Prior Approval of the Relevant Supervisory Authority, if at any time, the Issuer determines that a Regulatory Event has occurred and is continuing, or, as a result of any change in, or amendment to, or any change in the application or official interpretation of, any applicable law, regulation or other official publication, a Regulatory Event will occur within the forthcoming period of six months, then the Issuer may, subject to having given:
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Redemption for Regulatory Reasons. (a) Subject to prior approval from BNM, if the Subordinated Debt no longer fully qualify as Tier 2 capital of the Issuer for the purposes of BNM's capital adequacy requirements under any regulations applicable to the Issuer or at any time, there is more than an insubstantial risk that the Subordinated Debt will no longer qualify as such, then the Issuer may, at its option, subject to the approval from BNM, redeem the affected tranche of the Subordinated Debt (in whole but not in part) at the Nominal Value (together with all accrued but unpaid interest (if any) under the Subordinated Debt) by giving not less than fifteen (15) days’ nor more than 30 thirty days’ notice to the Trustee in accordance with Condition 12, and a notice to the Facility Agent, not less than fifteen (15) days before the giving of the notice to the Trustee (which notice shall be irrevocable and may not be withdrawn and shall oblige the Issuer to redeem the Subordinated Debt on the date specified in such notice).
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Redemption for Regulatory Reasons. If the Issuer determines that there is a change in the regulatory classification of the Notes under the Applicable Supervisory Regulations (or official interpretation thereof), in any such case becoming effective on or after the issue date of the Notes, that would be likely to result in the exclusion of the Notes in full or in part from the own funds or a reclassification as own funds of a lower quality compared to the issue date of the Notes, the Issuer may, subject to the Conditions to Redemption and Repurchase pursuant to § 5(4) being met, redeem the Notes, in whole but not in part, on any Interest Payment Date upon not less than 10 and not more than 60 days' prior notice. If the Issuer exercises its call right in accordance with this § 5(2), and if the Conditions to Redemption and Repurchase pursuant to § 5(4) are fulfilled on the date fixed for redemption, the Issuer will redeem the Notes at their Specified Denomination, together with interest (if any) accrued to but excluding the date fixed for redemption on the date fixed for redemption.
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Redemption for Regulatory Reasons. If the Issuer determines, in its own discretion, that (i) the percentage of the aggregate principal amount of the $NC10 Notes outstanding at such time that may be treated as Additional Tier 1 Capital for the purposes of its own funds in accordance with applicable law has been reduced or (ii) it is subject to any other form of a less advantageous regulatory own funds treatment with respect to the $NC10 Notes than as of the Interest Commencement Date, the $NC10 Notes may be redeemed, in whole but not in part, at any time at the option of the Issuer, subject to any required prior consent of the competent supervisory authority, upon not less than 25 and not more than 60 days’ prior notice of redemption at their Redemption Amount together with interest (if any, and subject to a cancellation of the interest payment pursuant to Section 3.08) accrued to the date fixed for redemption (exclusive).
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Redemption for Regulatory Reasons. Notwithstanding Section 11.1(b), the Limited Partners hereby acknowledge and agree that the General Partner may accept subscriptions from more than 500 Limited Partners in anticipation of receiving no-action relief from the SEC with respect to certain public reporting and other regulatory requirements under the Exchange Act applicable to issuers whose interests are held by more than 500 Persons. In the event that the SEC declines to grant the requested relief, the General Partner shall have the right to redeem (or to designate another Permitted Transferee to redeem) the interests of one or more Limited Partners, which Limited Partners shall be selected by the General Partner in its sole discretion. Each Limited Partner whose interest in the Partnership is redeemed pursuant to this Section 11.1(c) shall be entitled to receive, as consideration for such redemption, an amount equal to the sum of (i) the aggregate amount - of such Limited Partner's Capital Contributions, less any amounts distributed by the Partnership to such Limited Partner prior to such redemption, plus (ii) interest. For the purposes of this Section 11.1(c), (A) capital held by the Partnership in Temporary Investments pending investment in Portfolio Investments will earn the actual amount of interest earned by the Partnership thereon and (B) capital invested by the Partnership in Portfolio Investments or Bridge Financings will earn the - Applicable Federal Rate, determined on and calculated from the date on which such capital was invested by the Partnership. Any Limited Partner whose interest in the Partnership is redeemed pursuant to this Section 11.1(c) shall, immediately upon such redemption, cease to be a Partner and shall be deemed never to have been a Partner for all purposes of this Agreement.
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Related to Redemption for Regulatory Reasons

  • Redemption for Taxation Reasons The Notes will be redeemable, at the Issuer’s or any Guarantor’s option, in whole, but not in part, upon giving not less than thirty nor more than sixty calendar days’ notice to the Holders, with a copy to the Trustee (which notice will be irrevocable) at 100% of the principal amount thereof, plus accrued interest and any Additional Amounts payable with respect thereto, only if the Issuer or a Guarantor has or shall become obligated to pay Additional Amounts (x) with respect to such Notes, as a result of any change in, or amendment to, the laws, treaties, or regulations of the Cayman Islands or Brazil or any Governmental Authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, treaties or regulations, or (y) with respect to the Guarantee, in excess of the Additional Amounts that a Guarantor would pay if payments by it were subject to deduction or withholding at a rate of 15%, or 25% in the case of beneficiaries located in tax haven jurisdictions for purposes of Brazilian tax law, in each case determined without regard to any interest, fees, penalties or other similar additions to tax, as a result of any change in, or amendment to, the laws, treaties or regulations of the Cayman Islands, Brazil or any Governmental Authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, treaties or regulations, which change or amendment (either in clause (x) or (y)) occurs after the date of issuance of the Notes. No such notice of redemption will be given earlier than sixty calendar days prior to the earliest date on which the Issuer or a Guarantor would be obligated to pay such Additional Amounts if a payment in respect of such Notes or the Guarantee were then due. Prior to the publication or mailing of any notice of redemption of the Notes as described above, the Issuer or a Guarantor shall deliver to the Trustee an opinion of an independent legal counsel of recognized standing stating that the Issuer or a Guarantor would be obligated to pay Additional Amounts due to the changes in tax laws, treaties or regulations or in the application or official interpretation thereof. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent set forth above, in which event it will be conclusive and binding on the Holders.

  • Redemption for Tax Reasons The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

  • Redemption for Changes in Withholding Taxes The Issuers may, at their option, redeem all (but not less than all) of the Notes then outstanding, in each case at 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the applicable redemption date (subject to the right of the holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date), and all Additional Amounts, if any, then due and which shall become due on the applicable redemption date as a result of the redemption or otherwise if, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of a Relevant Taxing Jurisdiction, or the official written interpretation of such laws, which change or amendment is publicly announced and becomes effective after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date) (each of the foregoing changes or amendments, a “Change in Tax Law”), the Issuers are, or on the next interest payment date in respect of the Notes would be, required to pay any Additional Amounts or if, after the Issue Date (or, if the Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction on a date after the Issue Date, after such later date), any action is taken by a taxing authority of, or any action has been brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction or any taxing authority thereof or therein, including any of those actions that constitutes a Change in Tax Law, whether or not such action was taken or brought with respect to the Issuers, or there is any change, amendment, clarification, application or interpretation of such laws, regulations, treaties or rulings, which in any such case, will result in a material probability that the Issuers will be required to pay Additional Amounts with respect to the Notes (each such action, change, amendment, clarification, application or interpretation, a “Tax Action”) (it being understood that such material probability will be deemed to result if the written opinion of independent tax counsel described in clause (ii) below to such effect is delivered to the First Lien Trustee), and, in each case, such obligation to pay Additional Amounts cannot be avoided by taking reasonable measures available to the Issuers (including, for the avoidance of doubt, the appointment of a new paying agent). Notwithstanding the foregoing, no such notice of redemption as a result of a Change in Tax Law or Tax Action will be given (a) earlier than 90 days prior to the earliest date on which the Issuers would be obligated to pay Additional Amounts as a result of a Change in Tax Law or Tax Action and (b) unless, at the time such notice is given, such obligation to pay Additional Amounts remains in effect. Prior to any redemption of Notes pursuant to the preceding paragraph, the Issuers shall deliver to the First Lien Trustee (i) an Officers’ Certificate stating that the Issuers are entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of redemption have occurred and (ii) an opinion of independent tax counsel reasonably acceptable to the First Lien Trustee to the effect that the Issuers are entitled to redeem the Notes as a result of a Change in Tax Law or a Tax Action. The First Lien Trustee will accept such Officers’ Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry, in which event it will be conclusive and binding on the holders.

  • Redemption at the Option of the Partnership The Partnership may not redeem any of the Series 1 Preferred Limited Partnership Units prior to June 30, 2020. On June 30, 2020 and on June 30 every five years thereafter (each, a “Series 1 Reclassification Date”), the Partnership may, subject to applicable law and to the provisions described under Section 6 below, upon giving notice as hereinafter provided, at its option, without the consent of the Holders redeem all, or any part, of the then Outstanding Series 1 Preferred Limited Partnership Units by the payment of an amount in cash for each Series 1 Preferred Limited Partnership Unit so redeemed equal to C$25.00 per Series 1 Preferred Limited Partnership Unit, together with all accrued and unpaid Series 1 Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership) (the “Redemption Price”). If less than all of the then Outstanding Series 1 Preferred Limited Partnership Units are at any time to be redeemed, then the particular Series 1 Preferred Limited Partnership Units to be redeemed shall be selected on a pro rata basis disregarding fractions or, if the Series 1 Preferred Limited Partnership Units are at such time listed on such exchange, with the consent of the Toronto Stock Exchange, in such manner as the Managing General Partner in its sole discretion may, by resolution determine. The Partnership shall give notice in writing not less than 25 days nor more than 60 days prior to the applicable Series 1 Reclassification Date of its intention to redeem such Series 1 Preferred Limited Partnership Units to each person who at the date of giving such notice is the Holder of Series 1 Preferred Limited Partnership Units to be redeemed. Any such notice shall be validly and effectively given on the date on which it is sent and such notice shall be given and sent by posting the same in a postage paid envelope addressed to each Holder of Series 1 Preferred Limited Partnership Units to be redeemed at the last address of such Holder as it appears on the securities register of the Partnership, or in the case of joint Holders, to the address of that one whose name appears first in the securities register of the Partnership as one of such joint Holders or, in the event of the address of any Holder not so appearing, then to the address of such Holder last known to the Partnership, provided that the accidental failure or omission to give any such notices as aforesaid to one or more of such Holders shall not affect the validity of the redemption as to the other Holders to be redeemed. Such notice shall set out the number of such Series 1 Preferred Limited Partnership Units held by the person to whom it is addressed which are to be redeemed and the Redemption Price and shall also set out the date on which the redemption is to take place. On and after the date so specified for redemption, the Partnership shall pay or cause to be paid to the Holders to be redeemed the Redemption Price on presentation and surrender, at any place within Canada designated by such notice, of the certificate or certificates for such Series 1 Preferred Limited Partnership Units so called for redemption. Such payment shall be made by cheque payable at par at any branch in Canada of the Partnership’s bankers for the time being or by any other reasonable means the Partnership deems desirable and shall be a full and complete discharge of the Partnership’s obligation to pay the Redemption Price owed to the Holders of Series 1 Preferred Limited Partnership Units so called for redemption unless the cheque is not honoured when presented for payment. From and after the date specified in any such notice, the Series 1 Preferred Limited Partnership Units called for redemption shall cease to be entitled to Series 1 Distributions and the Holders thereof shall not be entitled to exercise any of the rights of unitholders in respect thereof, except to receive the Redemption Price therefor, provided that if payment of the Redemption Price shall not be duly made by the Partnership on or before the redemption date, the Partnership shall forthwith thereafter return the Holder’s deposited unit certificate or certificates to the Holder. At any time after notice of redemption is given as aforesaid, the Partnership shall have the right to deposit the Redemption Price of any or all Series 1 Preferred Limited Partnership Units called for redemption (less any tax required to be deducted and withheld by the Partnership), or such part thereof as at the time of deposit has not been claimed by the Holders entitled thereto, with any chartered bank or banks or with any trust company or trust companies in Canada named in the notice of redemption to the credit of a special account or accounts in trust for the respective Holders of such units, to be paid to them respectively upon surrender to such bank or banks or trust company or trust companies of the certificate or certificates representing the same. Upon such deposit or deposits being made, such units shall be deemed to be redeemed on the redemption date specified in the notice of redemption. After the Partnership has made a deposit as aforesaid with respect to any units, the Holders thereof shall not, from and after the redemption date, be entitled to exercise any of the rights of unitholders in respect thereof and the rights of the Holders thereof shall be limited to receiving a proportion of the amounts so deposited applicable to such units, without interest. Any interest allowed on such deposit shall belong to the Partnership. Subject to applicable law, redemption monies that are represented by a cheque which has not been presented to the Partnership’s bankers for payment or that otherwise remain unclaimed (including monies held in deposit as provided for above) for a period of two years from the date specified for redemption shall be forfeited to the Partnership.

  • Redemption Notice To call any Notes for Redemption, the Company must send to each Holder of such Notes, the Trustee and the Paying Agent a written notice of such Redemption (a “Redemption Notice”). Such Redemption Notice must state:

  • Withdrawal of Fundamental Change Repurchase Notice A Holder that has delivered a Fundamental Change Repurchase Notice with respect to a Note may withdraw such Fundamental Change Repurchase Notice by delivering a written notice of withdrawal to the Paying Agent at any time before the Close of Business on the Business Day immediately before the related Fundamental Change Repurchase Date. Such withdrawal notice must state:

  • Redemption at the Option of the Company Unless a Redemption Right is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Maturity Date specified on the face hereof. If a Redemption Right is so specified, this Security may be redeemed at the option of the Company on any Business Day on and after the date, if any, specified on the face hereof (each, a "Redemption Date"). This Security may be redeemed on any Redemption Date in whole or in part in increments of $1,000 (an "Authorized Denomination") at the option of the Company at a redemption price equal to 100% of the principal amount to be redeemed, together with accrued interest to the Redemption Date, on written notice given not more than 60 days nor less than 5 days prior to the proposed Redemption Date. In the event of redemption of this Security in part only, a new Security for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender hereof.

  • Redemption of Units If the underwriters (the “Underwriters”) in the Company’s initial public offering (the “IPO”) do not exercise in full their over-allotment option to be granted by the Company pursuant to an underwriting agreement by and among the Underwriters and the Company, then either (i) the Company shall redeem from Purchaser, at a redemption price equal to $0.01 per Unit, or (ii) the Purchaser shall forfeit, a number of Units equal to 6,000 multiplied by the percentage of the Underwriters’ over-allotment option that remains unexercised as of the expiration date thereof.

  • Change of Recommendation Notwithstanding anything in this Agreement to the contrary, at any time prior to obtaining the Company Stockholder Approval, the Company’s Board of Directors may, if it concludes in good faith (after consultation with its financial advisors and outside legal advisors) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law, make an Adverse Recommendation Change; provided that prior to any such Adverse Recommendation Change, (A) the Company shall have given Parent and Merger Sub prompt written notice advising them of (x) the decision of the Company’s Board of Directors to take such action and the reasons therefor and (y) in the event the decision relates to an Alternative Transaction Proposal, a summary of the material terms and conditions of the Alternative Transaction Proposal and other information requested to be provided with respect thereto pursuant to this Section 5.4, including the information required to be provided pursuant to Section 5.4(b) and (c), (B) the Company shall have given Parent and Merger Sub three (3) Business Days (the “Notice Period”) after delivery of each such notice to propose revisions to the terms of this Agreement (or make another proposal) and, during the Notice Period, the Company shall, and shall direct its financial advisors and outside legal advisors to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) to make such adjustments in the terms and conditions of this Agreement so that, if applicable, such Alternative Transaction Proposal ceases to constitute (in the judgment of the Company’s Board of Directors, after consultation with its financial advisors and outside legal advisors), a Superior Proposal or, if the Adverse Recommendation Change does not involve an Alternative Transaction Proposal, to make such adjustments in the terms and conditions of this Agreement so that such Adverse Recommendation Change is otherwise not necessary, and (C) the Company’s Board of Directors shall have determined in good faith, after considering the results of such negotiations and giving effect to the proposals made by Parent and Merger Sub, if any, that such Alternative Transaction Proposal, if applicable, continues to constitute a Superior Proposal or that such Adverse Recommendation Change is otherwise still required; provided further that, (1) if during the Notice Period described in clause (B) of this paragraph any revisions are made to the Superior Proposal, if applicable, and the Company’s Board of Directors in its good faith judgment determines (after consultation with its financial advisors and outside legal advisors) that such revisions are material (it being understood that any change in the purchase price or form of consideration in such Superior Proposal shall be deemed a material revision), the Company shall deliver a new written notice to Parent and shall comply with the requirements of this Section 5.4(d) with respect to such new written notice except that the new Notice Period shall be two (2) Business Days instead of three (3) Business Days and (2) in the event the Company’s Board of Directors does not make the determination referred to in clause (C) of this paragraph but thereafter determines to make an Adverse Recommendation Change pursuant to this Section 5.4(d), the procedures referred to in clauses (A), (B) and (C) above shall apply anew and shall also apply to any subsequent withdrawal, amendment or change.

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