Redemption Upon Changes in Withholding Taxes. The Offered Securities may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 3.2), if any, if as a result of any amendment to, or change in, the laws or regulations of Switzerland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action or such holding is with respect to the Company or Guarantor), which amendment or change is announced or becomes effective after the date the Offered Securities are issued, the Guarantor or the Company has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to Guarantor or the Company, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which Guarantor or the Company, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Company or the Guarantor, as the case may be, shall deliver to the Trustee (i)(A) a certificate signed by two Officers of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by Guarantor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Guarantor or the Company, as the case may be, of recognized standing to the effect that the Company has or there is a material probability that it will become obligated ...
Redemption Upon Changes in Withholding Taxes. If a Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to Section 11.02 on the next date on which any amount would be payable with respect to the Securities of any series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Foreign Successor, then the Securities may be redeemed, as a whole but not in part, upon not less than 30 and not more than 90 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts, if any; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Foreign Successor would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the giving of any notice of redemption described in this paragraph, the Foreign Successor shall deliver to the Trustee (i) a certificate signed by two Officers of the Foreign Successor stating that the obligation to pay Additional Amounts cannot be avoided by the Foreign Successor taking commercially reasonable measures available to it, and (ii) a written opinion of independent legal counsel to the Foreign Successor of recognized standing to the effect that the Foreign Successor is, or there is a material probability that it will become, obligated to pay Additional Amounts pursuant to Section 11.02 and that the Foreign Successor cannot avoid the payment of such Additional Amounts by taking commercially reasonable measures available to it.
Redemption Upon Changes in Withholding Taxes. The Securities of any series may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 30 nor more than 90 days’ notice (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, together with accrued interest, if any, to the redemption date and Additional Amounts (as defined in Section 14.02), if any, if as a result of any amendment to, or change in, the laws, regulations or rulings of Luxembourg, Ireland or the United States, as applicable, or any political subdivision thereof or therein having the power to tax (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, including any action taken by, or change in the published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction (regardless of whether such action, change or holding is with respect to the Company or a Guarantor), which amendment or change is announced or becomes effective on or after the date the Securities of such series are issued, the Company or a Guarantor has become, or there is a material probability that it will become, obligated to pay Additional Amounts on the next date on which any amount would be payable with respect to the Securities of such series, and such obligation cannot be avoided by the use of commercially reasonable measures available to the Company or Guarantor, as the case may be; provided, however, that (a) no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company or Guarantor, as the case may be, would be obligated to pay such Additional Amounts, and (b) at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Prior to the publication or, where relevant, mailing (and/or to the extent permitted by applicable procedures or regulations, electronic delivery) of any notice of redemption described in this paragraph, the Company shall deliver to the Trustee (i)(A) certificate signed by two directors of the Company stating that the obligation to pay Additional Amounts cannot be avoided by the Company taking commercially reasonable measures available to it or (B) a certificate signed by two Officers of the Guarantor stating that the obligation to pay Additional Amounts cannot be avoided by such Guarantor taking commercially reasonable measures available to it, as the case may be, and (ii) a written op...
Redemption Upon Changes in Withholding Taxes. Subject to the further provisions of this Section 3.09, the Issuer at its option may at any time redeem all, but not less than all, of the Senior Notes (or in the event that the Senior Notes are in the form of Definitive Registered Senior Notes, all, but not less than all, of the affected Definitive Registered Senior Notes) in cash at 100% of the principal amount of such Senior Notes, plus accrued and unpaid interest thereon and Additional Amounts, if any, to the Repayment Date, upon not less than 30 nor more than 60 days' notice. This right of redemption applies only if, as a result of any amendment to, or change in, the laws (including any regulations or rulings thereunder) of England and Wales (including any European Union law or directive that has the effect of law in England and Wales) or any other jurisdiction in which the Issuer is organized, engaged in business, resident for Tax purposes or generally subject to Tax, or of any political subdivision or Taxing Authority of or in any of the foregoing (any of the aforementioned being a "TAXING JURISDICTION"), or any amendment to or change in any official position concerning the administration, application or interpretations of such laws or regulations (including a judgment by a court of competent jurisdiction), which amendment or change is announced and effective on or after the Issue Date, the Issuer satisfies the Trustee immediately before giving any notice referred to above that it has become or will become obligated to pay Additional Amounts pursuant to Section 4.37 (Additional Amounts) which are more than a de minimis amount (as determined by the Issuer in its reasonable judgment) on the next date on which any amount would be payable with respect to such Senior Notes and the Issuer determines in good faith that such obligation cannot be avoided by the use of reasonable measures available to the Issuer (including, without limitation, by changing the jurisdiction from which or through which payments on such Senior Notes are made). No such notice of redemption may be given earlier than 45 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts were a payment in respect of the Senior Notes then due. The Issuer may give such notice only if, at the time such notice of redemption is given, such obligation to pay such Additional Amounts remains in effect. Immediately prior to giving any notice of redemption described above, the Issuer shall deliver to the Trust...
Redemption Upon Changes in Withholding Taxes. The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time (but not during a Redemption Excluded Period) upon giving not less than 30 nor more than 60 days’ notice to the Holders (which notice shall be irrevocable), at a Redemption Price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the Redemption Date, and all Additional Amounts, if any, then due and which will become due on the Redemption Date as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuer is, or on the next date on which any amount would be payable in respect of the Notes would be, obligated to pay aggregate Additional Amounts which the Issuer cannot avoid by the use of reasonable measures (including making payment through a paying agent located in another jurisdiction) as a result of:
Redemption Upon Changes in Withholding Taxes. If (1) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the Relevant Tax Jurisdiction (as defined below) (or any political subdivision or taxing authority thereof or therein), or any change in, or amendment to, official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after November 21, 2019, the Issuer becomes or will become obligated to pay additional amounts as set forth herein or (2) any act is taken by a taxing authority of the Relevant Tax Jurisdiction on or after November 21, 2019, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial probability that the Issuer will or may be required to pay such additional amounts, then the Issuer may, at its option, redeem the 2025 Notes, as a whole but not in part, upon not less than 15 days’ nor more than 60 days’ published notice in accordance with the provisions herein at 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Issuer determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, including making payment through a Paying Agent located in another jurisdiction; provided, however, that a change of jurisdiction of the obligor or a substitution of the obligor under the 2025 Notes is not a reasonable measure for purposes of avoiding any such payment. No redemption pursuant to this clause (a) may be made unless the Issuer shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the Relevant Tax Jurisdiction results in a substantial probability that the Issuer will or may be required to pay the additional amounts set forth in Paragraph 2 and the Issuer shall have delivered to the Fiscal Agent a certificate, signed by a duly authorized Officer, stating that based on such opinion the Issuer is entitled to redeem the 2025 Notes pursuant to their terms.
Redemption Upon Changes in Withholding Taxes. If as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein having power to tax) (a “Relevant Taxing Jurisdiction”), or any change in, or amendment to, the official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced on or after June 11, 2015, the Company becomes or will become obligated to pay additional amounts with respect to the Euro Notes as described in Section 4.14 of the Indenture, then the Company may, at its option, redeem the Euro Notes, in whole but not in part, upon not less than 30 days’ nor more than 60 days’ notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid thereon to the date fixed for redemption; provided that the Company determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it. No redemption may be made unless the Company has received an opinion of independent counsel to the effect that as a result of such change or amendment it will be required to pay the additional amounts described in Section 4.14 of the Indenture, and the Company shall have delivered to the Trustee an Officer’s Certificate, stating that based on such opinion it is entitled to redeem the Euro Notes pursuant to their terms.
Redemption Upon Changes in Withholding Taxes. The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon giving not less than 10 nor more than 60 days’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the Redemption Date and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuer or any Guarantor is or, on the next date on which any amount would be payable in respect of the Notes, would be obliged to pay Additional Amounts which are more than a de minimis amount in respect of the Notes or the Guarantees pursuant to the terms and conditions thereof, which the Issuer or Guarantor cannot avoid by the use of reasonable measures available to it (including making payment through a Paying Agent located in another jurisdiction), as a result of:
(a) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the date of the Indenture or, if the Relevant Taxing Jurisdiction has changed since the date of the Indenture, on or after the date on which the then current Relevant Taxing Jurisdiction became the Relevant Taxing Jurisdiction under the Indenture; or InterXion Holding N.V. Indenture Page 11
(b) any change in the official application, administration, or interpretation of the laws, treaties, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment or order by a court of competent jurisdiction) on or after the date of the Indenture or, if the Relevant Taxing Jurisdiction has changed since the date of the Indenture, on or after the date on which the then current Relevant Taxing Jurisdiction became the Relevant Taxing Jurisdiction under the Indenture (each of the foregoing clauses (a) and (b), a “Change in Tax Law”). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if the Relevant Taxing Jurisdiction changes under the Indenture and the Issuer is obliged to pay Additional Amounts as a result of a Change in Tax Law of the then current Relevant Taxing Jurisdiction which, at the time the latter became the Relevant Taxing Jurisdiction under the Indenture, had been publicly announced as being or having been formally proposed. Notwithstanding the foregoi...
Redemption Upon Changes in Withholding Taxes. (a) The Notes may be redeemed, as a whole but not in part, at the option of the Company, upon not less than 15 nor more than 60 days’ notice delivered in accordance with Section 3.3 of the Original Indenture, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the redemption date and Additional Amounts (as defined in Section 3.02), if any, if as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) or treaties of a Taxing Jurisdiction, or any change in, or amendment to, the application of or an official position or judicial precedent regarding interpretation of such laws, regulations, rulings or treaties, which change or amendment is announced or becomes effective on or after May 27, 2021, the Company or the Guarantor become or, based upon a written opinion of independent counsel selected by the Company or the Guarantor, as the case may be, there is a substantial probability that the Company or the Guarantor will become, obligated to pay Additional Amounts with respect to the Notes.
(b) Prior to any notice of redemption pursuant to Section 3.01(a), the Company or the Guarantor shall deliver to the Trustee either (i) an Officer’s Certificate of the Company or the Guarantor, as the case may be, certifying that the Company or the Guarantor, as applicable, has become obligated to pay Additional Amounts with respect to the Notes, or (ii) a written opinion of independent counsel to the Company or the Guarantor, as the case may be, stating that there is a substantial probability that the Company or the Guarantor will become obligated to pay Additional Amounts with respect to the Notes.
Redemption Upon Changes in Withholding Taxes. If (1) as a result of any change in, or amendment to, the 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 amendment to, official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after December 4, 2014, the Issuer becomes or will become obligated to pay additional amounts as set forth herein or (2) any act is taken by a taxing authority of the United States on or after December 4, 2014, whether or not such act is taken with respect to the Issuer or any affiliate, that results in a substantial probability that the Issuer will or may be required to pay such additional amounts, then the Issuer may, at its option, redeem the Notes, as a whole but not in part, upon not less than 35 days’ nor more than 60 days’ published notice in accordance with the provisions herein at 100% of their principal amount, together with interest accrued thereon to the date fixed for redemption; provided that the Issuer determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, not including substitution of the obligor under the Notes. No redemption pursuant to (2) above may be made unless the Issuer shall have received an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that the Issuer will or may be required to pay the additional amounts set forth in Paragraph 2 and the Issuer shall have delivered to the Fiscal Agent a certificate, signed by a duly authorized officer, stating that based on such opinion the Issuer is entitled to redeem the Notes pursuant to their terms.
