Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be. (b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state: (i) the Redemption Date; (ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date; (iii) the CUSIP number; (iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed; (v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and (vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates. (c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment. (d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date. (e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. (f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 11 contracts
Sources: Trust Agreement (Southwestern Electric Power Co), Trust Agreement (American Electric Power Co Inc), Trust Agreement (Southwestern Electric Power Co)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 8 contracts
Sources: Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Public Service Enterprise Group Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 7 contracts
Sources: Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; andand 22 18
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 5 contracts
Sources: Trust Agreement (Mbna Capital V), Trust Agreement (Mbna Capital V), Trust Agreement (Mbna Capital V)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 5 contracts
Sources: Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Capital Trust I), Trust Agreement (Bb&t Capital Trust I)
Redemption. (a) On each Debenture Note Redemption Date and at Note Repayment Date and on the maturity date ("Maturity Date") for Final Repayment Date on which Notes shall be repaid by the Debentures (as defined Sponsor in the Subordinated Indenture)an aggregate principal amount, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a redemption price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or, in the case of a Note Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid on sent, the method by which the Redemption Price shall be calculated together with a statement that the actual Redemption Price will be calculated no later than the third Business Day prior to the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(viv) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(viv) if the Preferred Trust Securities are no longer held in booknot then Book-entry only formEntry Preferred Securities, the place and address or places where the Holders shall surrender their applicable Preferred Securities Certificates are to be surrendered for payment of the Redemption Price. The Issuer Trust in issuing the Trust Securities Certificatesmay use “CUSIP” numbers (if then generally in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.
(c) The Each Trust Securities Security redeemed on each any Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions a redemption price equal to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesPrice. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately cash in an amount equal to the Redemption Price then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities, to the extent available therefor, the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient Agent, to pay the extent available therefor, the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds the Redemption Price deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities based upon the relative Liquidation Amounts of such classes, except in the proportion that the aggregate Liquidation Amount case of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesa payment default, as set forth in Section 4.3. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 4 contracts
Sources: Declaration of Trust (BEE Financing Trust III), Declaration of Trust (CT Public Preferred Trust III), Declaration of Trust (Strategic Hotels & Resorts, Inc)
Redemption. (a) On each Debenture Redemption The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date and at on or after the maturity date ("Maturity Optional Termination Date") . The redemption price for the Debentures (as defined in Principal Amount Notes shall be the Subordinated Indenture)Note Principal Balance plus accrued aggregate Note Interest through the day before the redemption date plus interest accrued on the aggregate Unpaid Investor Interest Shortfall, to the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding redemption price for the foregoingPrincipal Amount Notes, Distributions on whereupon all the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of
(i) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and
(ii) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 4 contracts
Sources: Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-D), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-C), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2007-A)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal APEX and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal APEX and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital APEX at the Note Redemption Price and (iii) a Like Amount of Stripped APEX in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped APEX and a payment equal to accrued and unpaid Contract Payments through the date of redemption.
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital APEX at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part (including Capital APEX issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital APEX.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital APEX in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal APEX and Common Securities pursuant to Section 4.2(a) or Capital APEX pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal APEX and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal APEX and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal APEX being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal APEX not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal APEX. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal APEX selected for redemption and, in the case of any Preferred Trust Securities Normal APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal APEX shall relate, in the case of any Preferred Trust Securities Normal APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal APEX that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital APEX are to be redeemed on a Redemption Date, then the particular Capital APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital APEX not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital APEX. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital APEX selected for redemption and, in the case of any Capital APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital APEX shall relate, in the case of any Capital APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital APEX that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 3 contracts
Sources: Trust Agreement (National City Corp), Trust Agreement (National City Corp), Trust Agreement (National City Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons' accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace Ina Holdings Inc), Trust Agreement (Ace Ina Holdings Inc)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or integral -- multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly -- notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Allete Capital Iii), Trust Agreement (Txu Electric Capital Viii), Trust Agreement (Txu Capital Iv)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (BB&T Capital Trust II), Trust Agreement (BB&T Capital Trust II), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated _% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pse&g Capital Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Rocky Mountain time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Fib Capital Trust), Trust Agreement (Fib Capital Trust), Trust Agreement (First Interstate Bancsystem of Montana Inc)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp), Trust Agreement (Bb&t Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; providedPROVIDED, howeverHOWEVER, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples multiple of $10 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2510. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Pacific Crest Capital Inc), Trust Agreement (PCC Capital I), Trust Agreement (PCC Capital I)
Redemption. (a) On The Principal Amount Notes are subject to redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date on or after the Optional Termination Date. The redemption price for each Debenture Redemption Date and at Class of Principal Amount Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Principal Amount Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and the Co-Trustee and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Principal Amount Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Principal Amount Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Principal Amount Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of
(i) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and
(ii) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Principal Amount Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Principal Amount Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-C), Indenture (CWHEQ Revolving Home Equity Loan Trust, Series 2006-B), Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2006-D)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to the Redemption Date to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, then on or prior to the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 __ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25__. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Depositor or its Affiliates may, at any time and from time to time, purchase outstanding Preferred Trust Securities by tender, in the open market or by private agreement.
Appears in 3 contracts
Sources: Trust Agreement (FPL Group Capital Inc), Trust Agreement (FPL Group Trust II), Trust Agreement (Florida Power & Light CO Trust II)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 20 nor more than 60 90 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address or places where Preferred Securities Certificates are to be surrendered for payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of such Preferred Securities. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, by 11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof Owners of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 90 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple thereof) of the aggregate Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp), Trust Agreement (Usf&g Corp)
Redemption. (a) On each Debenture Note Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions a price per Trust Security equal to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 thirty (30) nor more than 60 sixty (60) days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption (which notice shall be irrevocable) in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the relevant Persons' accounts at such Clearing Agency on the applicable Redemption Date. If the Preferred Securities are no longer in book-entry-only form, and in the case of the Common Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Preferred Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen (15) days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 sixty (60) days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ____ or an integral multiples multiple of $____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Trenwick America Capital Trust Iii), Trust Agreement (Trenwick America Capital Trust Iii), Trust Agreement (Trenwick America Capital Trust Iii)
Redemption. (a) On each Debenture Indenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for or such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or an integral multiples multiple of $ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii), Trust Agreement (Atlas Air Capital Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption DateDate (or, if such date is not a Business Day, the next Business Day following such date).
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Us Home & Garden Trust I), Trust Agreement (Us Home & Garden Trust I), Trust Agreement (Us Home & Garden Trust I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York Minneapolis time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Capital Securities are in book-entry-only form, deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc), Trust Agreement (Community First Bankshares Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Trust Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Trust Preferred Securities. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 3 contracts
Sources: Trust Agreement (Indymac Capital Trust I), Trust Agreement (Indymac Capital Trust I), Trust Agreement (Indymac Capital Trust I)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Apex and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;number of the Apex; TRUST AGREEMENT
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(c)(ii) below; and
(vi) if the Preferred Trust Securities Apex Certificates are no longer held in booknot Book-entry only formEntry Apex Certificates on the Redemption Date, the place and address or places where the Holders shall surrender their Preferred Trust Securities CertificatesApex Certificates are to be surrendered for the payment of the Redemption Price.
(c) In the case of a redemption of Apex and Common Securities pursuant to Section 4.2(a), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Sponsor’s redemption of Preferred Stock, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust SecuritiesApex, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Apex, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Apex, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Apex. With respect to Apex that are not Book-Entry Apex, the Property Trustee, subject to Section 4.2(c)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Apex upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Apex Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.Price. TRUST AGREEMENT
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Apex and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Apex and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Apex being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch Series. The particular Preferred Trust Securities Apex to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Apex not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Apex are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Apex. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Apex selected for redemption and, in the case of any Preferred Trust Securities Apex selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Apex shall relate, in the case of any Preferred Trust Securities Apex redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Apex that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Goldman Sachs Group Inc), Trust Agreement (Goldman Sachs Group Inc)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, [which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date].
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 [ ] or an integral multiples multiple of $[ ] in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25[ ]. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (JPMorgan Chase Capital XXII), Trust Agreement (J P Morgan Chase & Co)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property The Trustee will be required to redeem a Like Amount of Trust Securities at comply with the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount terms of the particular Trust Securities Letter with regard to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be OutstandingBook-Entry Notes. In the event that any Redemption Date is not a Business Day, then payment case of the Redemption Price payable on such date plus accumulated and unpaid Distributions Book-Entry Notes stated by their terms to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant redeemable prior to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueStated Maturity, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed least 60 calendar days before the date fixed for redemption for purposes of calculating (the "Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment Date"), the Issuer shall notify the Trustee of the Redemption Price on Issuer's election to redeem such Book-Entry Notes in whole or in part and the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in bookprincipal amount of such Book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are Entry Notes to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesso redeemed. The particular Preferred Trust Securities to be redeemed shall be selected At least 30 calendar days but not more than 60 days prior to the Redemption Date by Date, the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) notify DTC of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Issuer's election to redeem such Book-Entry Notes. The Property Trustee shall promptly notify the Transfer Agent Issuer and Registrar in writing DTC of the Preferred Trust Securities selected for redemption and, in CUSIP numbers of the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or particular Book-Entry Notes to be redeemed only either in whole or in part. The Issuer, the Trustee and DTC will confirm the amounts of such principal and any premium and interest payable with respect to each such Book-Entry Note on or about the fifth Business Day preceding the Redemption Date of such Book-Entry Note. The Issuer will pay the Trustee, in accordance with the terms of the Indenture, the amount necessary to redeem each such Book-Entry Note or the applicable portion of each such Book-Entry Note. The Trustee will pay such amount to DTC at the times and in the manner set forth herein. Promptly after payment to DTC of the amount due on the Redemption Date for such Book-Entry Note, the Trustee shall make the appropriate entry on its records to cancel any such Book-Entry Note redeemed in whole and shall deliver an appropriate debit advice to the Issuer. If a Book-Entry Note is to be redeemed in part, the Trustee will make the appropriate entry on its records to cancel the portion of the Liquidation Amount of Preferred Trust Securities which has been or is such Book-Entry Note to be redeemedredeemed and the remaining portion of such Book-Entry Note shall bear the same CUSIP number.
Appears in 2 contracts
Sources: Agency Agreement (Piedmont Natural Gas Co Inc), Agency Agreement (Piedmont Natural Gas Co Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemedSecurities, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount Redemption Price cannot be calculated prior to the time the notice of accumulated and unpaid Distributions redemption is required to be paid on sent, the Redemption Datemanner of calculation thereof;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 10:00 a.m., New York City time, on the Redemption Date, the Depositor shall deposit sufficient funds with the Property Trustee to pay the Redemption Price. If such deposit has been made, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions with respect to the Redemption Date such Preferred Securities to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution DatesDistribution. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and any unpaid Distributions Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on a date to be established as the relevant record datedate for the distribution by the Administrators, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen not more than 60 days nor less than 30 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not less than 30 nor more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate. Any such proration may be based on the aggregate Liquidation Amount of Trust Securities held by each Holder and in making any such proration the Property Trustee may make such adjustments as may be appropriate and which may provide for the selection for redemption of portions (in order that only Trust Securities in Liquidation Amount equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2525 in excess thereof shall be redeemed. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(g) In the event that there is any money or other property held by or for the Trust that is not accounted for hereunder, such property shall be distributed pro rata among the Holders of Trust Securities on the next Distribution Date.
Appears in 2 contracts
Sources: Trust Agreement (Bear Stearns Companies Inc), Trust Agreement (Bear Stearns Companies Inc)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Tu Electric Capital Ii), Trust Agreement (Tu Electric Capital I)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, redeemed (provided that the Depositor shall give the Property Trustee at least 5 days prior notice of such Holder's address appearing in the Security Registerintention to redeem). All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon10:00 A.M., New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Susquehanna Capital IV), Trust Agreement (Susquehanna Bancshares Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Declaration of Trust and Trust Agreement (Popular Inc), Declaration of Trust and Trust Agreement (Popular Inc)
Redemption. (a) On each Upon receipt by the Trust of a notice of redemption of Debentures, the Trust will call for redemption a Like Amount of Outstanding Trust Securities on the Debenture Redemption Date and at will call for redemption all Outstanding Trust Securities on the stated maturity date ("Maturity Date") for of the Debentures (as defined Debentures, in the Subordinated Indenture)each case, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Public Service Electric & Gas Co), Trust Agreement (Pseg Funding Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price, and an Administrative Trustee or the Property Trustee will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date, which shall be one at the close of business on the Business Date prior to Day immediately preceding the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the close of business on the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Hl&p Capital Trust Iv), Trust Agreement (Hl&p Capital Trust I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; andand 23 18
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; 24 19 provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Chase Capital Iii), Trust Agreement (Chase Capital Vi)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i1) the Redemption Date;
(ii2) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii3) the CUSIP number;
(iv4) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v5) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi6) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Preference of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or repayment on the Maturity Date of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Trust Preferred Securities are in book-entry-only form, deposit irrevocably with the Depository funds sufficient to pay the applicable Redemption Price and will give the Depository irrevocable instructions and authority to pay the applicable Redemption Price to the Holders thereof. If the Trust Preferred Securities are not in book-entry-only form, then, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Trust Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest additional Distributions or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business DayDay (without any reduction in Distributions in respect of such early payment), in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which as long as the Trust Preferred Securities are in book-entry-only form, shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Trust Securities do are not remain in book-entry-only form, the relevant record date shall be the date fifteen that is 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Preference of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Preference) among the Trust Common Trust Securities and to the Trust Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by lot or by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount Preference of Trust Preferred Trust Securities of a denomination larger than $25; provided that, in respect of Trust Preferred Securities registered in the name of and held of record by the Depository or its nominee (or any successor Depository or its nominee), the distribution of the proceeds of such redemption will be made in accordance with the procedures applied by such Depository or nominee. The Trust may not redeem fewer than all of the Outstanding Trust Preferred Securities unless all accumulated and unpaid Distributions have been paid on all Trust Preferred Securities for all quarterly distribution periods terminating on or prior to the Redemption Date. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount Preference thereof to be redeemed. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, not less than two Administrative Trustees shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount Preference of Trust Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Hawaiian Electric Co Inc), Trust Agreement (Heco Capital Trust Ii)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal PPS and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal PPS and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital PPS at the Note Redemption Price and (iii) a Like Amount of Stripped PPS in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped PPS and a payment equal to accrued and unpaid Contract Payments through the date of redemption.
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital PPS at the Note Redemption Price.
(d) If a Remarketing is Successful, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital PPS, in whole but not in part (including Capital PPS issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital PPS a Like Amount of Notes (or, if the Depositor shall have elected to remarket the Notes in the form of New Trust Preferred Securities, New Trust Preferred Securities). If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital PPS, in whole but not in part, in kind by exchanging for each Capital PPS a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital PPS, in whole but not in part, in kind by exchanging for each Capital PPS a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital PPS.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Securities Register. The Depositor shall provide a completed form of notice of redemption to the Property Trustee not later than five Business Days prior to the date of mailing of such notice of redemption. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital PPS in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Depositor or a calculation agent appointed by it on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(f)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal PPS and Common Securities pursuant to Section 4.2(a) or Capital PPS pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal PPS and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal PPS and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal PPS being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal PPS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal PPS not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate; provided, however, that so long as the Normal PPS are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal PPS. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal PPS selected for redemption and, in the case of any Preferred Trust Securities Normal PPS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal PPS shall relate, in the case of any Preferred Trust Securities Normal PPS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal PPS that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital PPS are to be redeemed on a Redemption Date, then the particular Capital PPS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital PPS not previously called for redemption by any method the Property Trustee deems fair and appropriate; provided, however, that so long as the Capital PPS are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital PPS. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital PPS selected for redemption and, in the case of any Capital PPS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital PPS shall relate, in the case of any Capital PPS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital PPS that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date. For Federal income tax purposes, any partial redemption of Trust Securities shall be treated by Depositor and the Issuer Trust, and in purchasing the Trust Securities, the Holders agree to treat such partial redemption, as an in-kind distribution of the Trust Property to be redeemed to the Holders of the Trust Securities in redemption of the Trust Securities chosen to be redeemed by the Property Trustee or Clearing Agency immediately followed by a cash redemption by Depositor of such Trust Property held by such Holders.
Appears in 2 contracts
Sources: Trust Agreement (Wells Fargo & Co/Mn), Trust Agreement (Wells Fargo Capital XVIII)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Texas Utilities Co /Tx/), Trust Agreement (Texas Utilities Co /Tx/)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Property Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, [subject to Section 4.02(c4.2(c), ,] the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent such Clearing Agency irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Datesthereof. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain are no longer in book-entry-only form, the relevant record date shall be the date fifteen days prior Property Trustee, [subject to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.Section
Appears in 2 contracts
Sources: Trust Agreement (Sierra Pacific Resources Capital Trust Ii), Trust Agreement (Sierra Pacific Resources Capital Trust Ii)
Redemption. (a) On each Debenture Note Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or, if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price provided pursuant to the Indenture, as calculated by the Depositor, together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(viv) that on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d); and
(v) the place or places where the Trust Securities are to be surrendered for the payment of the Redemption Price; and
(vi) if such other provisions as the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities CertificatesProperty Trustee deems relevant.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesNotes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, then by 12:00 noon10:00 A.M., New York City time, on the Redemption Date, subject the Depositor shall deposit sufficient funds with the Property Trustee to Section 4.02(c)pay the Redemption Price. If such deposit has been made by such time, then by 12:00 noon, New York City time, on the Redemption Date, the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Paying Agent Depositary for such Book-Entry Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Depositary irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, the Property Trustee will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in based upon the proportion that the relative aggregate Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Common Securities and the Preferred Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, provided, that so long as the Preferred Securities are Book-Entry Preferred Securities, such selection shall be made in accordance with the Applicable Depositary Procedures for the Preferred Securities by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Depositary. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(f) The Trust in issuing the Trust Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Property Trustee shall indicate the "CUSIP" numbers of the Trust Securities in notices of redemption and related materials as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Trust Securities or as contained in any notice of redemption and related materials.
Appears in 2 contracts
Sources: Trust Agreement (Bnccorp Inc), Trust Agreement (Vib Corp)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or an integral multiples multiple of $_____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (First Tennessee Capital Iv), Trust Agreement (First Tennessee Capital Iv)
Redemption. (a) On each Debenture Redemption Date and Upon the repayment or redemption at the maturity date ("Maturity Date") for the Debentures (as defined any time, in the Subordinated Indenture)whole or in part of any Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus Price; provided, however, that the Trust may not redeem less than all of the Trust Securities then Outstanding unless it has paid or pays on or prior to such Redemption Date all accumulated and unpaid Distributions to the Redemption Date on all Trust Securities for all Distribution Periods terminating on or Maturity Date, as the case may beprior thereto.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York timeEastern Time, on the Redemption Date, subject with respect to Section 4.02(c)Capital Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Capital Securities, only to the extent that the Trust has funds then on hand and available in the Payment Account for the payment of the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Capital Securities held in certificated form, the Property Trustee, by 12:00 noon, Eastern Time, on the Redemption Date will irrevocably deposit with the Paying Agent Agent, only to the extent that the Trust has funds sufficient to pay then on hand and available in the Payment Account for the payment of the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions payable on the Trust Securities with respect to any Distribution Dates occurring Date falling on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid any Distributions payable on or prior to the Redemption Date thereofDate, but without interest thereonfor any period from and after the Redemption Date, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities then Outstanding and to the Preferred Trust Capital Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesthen Outstanding. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 __ or an integral multiples multiple of $__ in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25__. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
(g) If allowed under the applicable law, including without limitation United States federal securities law, the Depositor or it subsidiaries (other than the Trust) may at any time, and from time to time purchase Capital Securities then Outstanding by tender, in the open market or by private agreement; provided, however that neither the Depositor nor any of its subsidiaries shall have this right during an Extension Period.
Appears in 2 contracts
Sources: Trust Agreement (Downey Financial Capital Trust Iii), Trust Agreement (Downey Financial Capital Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i1) the Redemption Date;
(ii2) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii3) the CUSIP number;
(iv4) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v5) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi6) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Preference of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or repayment on the Maturity Date of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Trust Preferred Securities are in book-entry-only form, deposit irrevocably with the Depository funds sufficient to pay the applicable Redemption Price and will give the Depository irrevocable instructions and authority to pay the applicable Redemption Price to the Holders thereof. If the Trust Preferred Securities are not in book-entry-only form, then, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Trust Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest additional Distributions or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business DayDay (without any reduction in Distributions in respect of such early payment), in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which as long as the Trust Preferred Securities are in book-entry-only form, shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Trust Securities do are not remain in book-entry-only form, the relevant record date shall be the date fifteen that is 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Preference of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Preference) among the Trust Common Trust Securities and to the Trust Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by lot or by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount Preference of Trust Preferred Trust Securities of a denomination larger than $25; provided that, in respect of Trust Preferred Securities registered in the name of and held of record by the Depository or its nominee (or any successor Depository or its nominee), the distribution of the proceeds of such redemption will be made in accordance with the procedures applied by such Depository or nominee. The Trust may not redeem fewer than all of the outstanding Trust Preferred Securities unless all accumulated and unpaid Distributions have been paid on all Trust Preferred Securities for all quarterly distribution periods terminating on or prior to the Redemption Date. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount Preference thereof to be redeemed. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, not less than two Administrative Trustees shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount Preference of Trust Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Hawaiian Electric Co Inc), Trust Agreement (Heco Capital Trust I)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Debentures, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to on the Debenture Redemption Date or Maturity Date, as and will call for redemption all Outstanding Trust Securities on the case may bestated maturity date of the Debentures.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated __% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Pse&g Capital Trust Iii), Trust Agreement (Pseg Power Capital Trust V)
Redemption. (a) On each Upon receipt by the Trust of a notice of redemption of Debentures, the Trust will call for redemption a Like Amount of Outstanding Trust Securities on the Debenture Redemption Date and at will call for redemption all Outstanding Trust Securities on the stated maturity date ("Maturity Date") for of the Debentures (as defined Debentures, in the Subordinated Indenture)each case, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated __% to the Common Trust Securities and __% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedAdministrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Public Service Enterprise Group Inc), Trust Agreement (Pseg Funding Trust Ii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (BFC Capital Trust Ii), Trust Agreement (Bancfirst Corp /Ok/)
Redemption. (a) On each Debenture Redemption Date and at the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities to be redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that if the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by By 12:00 noon, New York time, on the each Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with in the Paying Agent Payment Account immediately available funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions shall give to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Securities to be redeemed on such date upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, Date all rights of Securityholders holding the Holders of the Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay)Day, except that, that if such Business Day falls is in the next succeeding calendar year, such payment will shall be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such dateRedemption Date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities Security called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities Security will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date on which such Redemption Price plus accumulated and unpaid Distributions is shall actually be paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all of the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) less than all of the Liquidation Amount of Preferred Trust Securities of represented by a denomination larger than $25Preferred Securities Certificate. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities Certificates representing Preferred Securities selected for redemption and, in the case of any Preferred Trust Securities Certificate selected for partial redemption, the Liquidation Amount thereof number of Preferred Securities to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities Certificates redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of those Preferred Trust Securities which has have been or is are to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Montana Power Co /Mt/), Trust Agreement (Montana Power Capital I)
Redemption. (a) On each Debenture If all the outstanding Bonds underlying any series of Custodial Receipts are redeemed in full in accordance with the terms of the Bonds, the Custodian, in accordance with the provisions of this Section 5.03, shall redeem in full the related series of Custodial Receipts. Upon such redemption of any Custodial Receipt, the Holder will have no right (other than claw back rights under the United States Bankruptcy Code) to receive payments after the Redemption Date and at Date, except to receive amounts payable under Section 5.01 hereof (the maturity date “Redemption Price”). Any mandatory tender of or purchase in lieu of redemption of the Bonds pursuant to the constituent bond ("Maturity Date"and, as applicable, trust) for documents shall be treated by the Debentures (as defined Custodian in the Subordinated Indenture), same manner as a redemption of the Property Trustee will be required to redeem a Like Amount Bonds in full. Upon any mandatory tender of Trust Securities at or purchase in lieu of redemption of the Redemption Price plus accumulated and unpaid Distributions Bonds the Custodian shall deliver such Bonds to the Redemption Date or Maturity Date, as the case may betrustee therefor upon payment therefor.
(b) In the event of a partial redemption of the Bonds underlying any series of Custodial Receipts, the related series of Senior Custodial Receipts and Subordinate Custodial Receipts shall be redeemed on a pro rata basis, except in the event of any shortfall in payment of the scheduled principal due with respect to such series of Bonds in connection with any such partial redemption, the related Senior Custodial Receipts shall be redeemed prior to any use of such redemption payment to pay principal of the related Subordinate Custodial Receipts. In the case of a partial redemption, to the extent practical, the Custodian shall redeem Custodial Receipts so that not more than one is other than an Authorized Denomination.
(c) Notice of redemption of Custodial Receipts shall be given by the Property Trustee Custodian by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date mail to each Holder of Trust Securities any Custodial Receipt to be redeemed, at such Holder's address appearing in redeemed within five (5) days after notice of redemption of the Security Registerunderlying Bonds has been received by the Custodian. All notices of redemption or liquidation shall state:
(i) state the Redemption Date;
(ii) date fixed for redemption of the Redemption Price Custodial Receipts, the place at which Custodial Receipts are to be surrendered for payment, whether the payment upon redemption includes any redemption premium and the amount thereof, that interest on amounts of accumulated Custodial Receipts redeemed will cease to accrue from and unpaid Distributions to be paid on after the Redemption Date;
(iii) the CUSIP number;
(iv) Date and, if less than all the Outstanding Trust Securities are full principal amount of a Holder’s Custodial Receipt is to be redeemed, the identification and the total Liquidation Amount principal amounts of the particular Trust Securities Custodial Receipt to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed , and that Distributions thereon will cease to accrue on and after said date; and
upon surrender of such Custodial Receipt for payment the Custodian shall deliver to, or upon written order of, such Holder a new Custodial Receipt, evidencing the amount not redeemed in Authorized Denominations (vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities 5.01(b) hereof with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delaypayments by wire transfer), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 2 contracts
Sources: Custody Agreement (America First Multifamily Investors, L.P.), Custody Agreement (America First Tax Exempt Investors Lp)
Redemption. (a) On each Debenture Subordinated Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for the Debentures (as defined in of the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesSubordinated Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Preferred Securities that are not Book Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.4(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities, or with respect to Book-Entry Preferred Securities, in accordance with the Clearing Agency's customary procedures. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. In the event that less than all of the Preferred Securities (other than Book-Entry Preferred Securities) represented by a Preferred Securities Certificate are to be redeemed, upon surrender of such Preferred Securities Certificate the Administrative Trustee, or any one of them, shall execute and deliver to the Paying Agent, for further delivery to the Holder of such Preferred Securities without service charge, a new Preferred Securities Certificate representing the unredeemed Preferred Securities evidenced by the Preferred Securities Certificate so surrendered. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Declaration of Trust and Trust Agreement (Willamette Industries Inc), Declaration of Trust and Trust Agreement (Willamette Industries Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Declaration of Trust and Trust Agreement (Popular Inc), Declaration of Trust and Trust Agreement (Popular Inc)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities, to the extent funds are available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent funds are available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, on such Redemption Date and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption DateSecurities.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Silicon Valley Bancshares), Trust Agreement (SVB Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if the Redemption Price and cannot be calculated prior to the amount of accumulated and unpaid Distributions time the notice is required to be paid sent, the estimate of the Redemption Price provided pursuant to the Indenture together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that notice of such actual Redemption Price is received pursuant to the Indenture);
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Clearing Agency for such Book-Entry Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Preferred Securities that are not Book- Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.4(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities, or with respect to Book-Entry Preferred Securities, in accordance with the Clearing Agency's customary procedures. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. In the event that less than all of the Preferred Securities (other than Book-Entry Preferred Securities) represented by a Preferred Securities Certificate are to be redeemed, upon surrender of such Preferred Securities Certificate the Administrative Trustee, or any one of them, shall execute and deliver to the Paying Agent, for further delivery to the Holder of such Preferred Securities without service charge, a new Preferred Securities Certificate representing the unredeemed Preferred Securities evidenced by the Preferred Securities Certificate so surrendered. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Owens Corning Capital Ii), Trust Agreement (Owens Corning Capital Ii)
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the Trust of a notice of redemption or other acceleration of the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Junior Debt Securities, the Property Trustee Trustee, subject to Section 4.3, will be required to redeem call for redemption a Like Amount of Trust Securities on the Junior Debt Security Redemption Date and will call for redemption all Outstanding Trust Securities on the stated maturity date of the Junior Debt Securities, in each case at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) the place or places where Trust Securities are to be surrendered for payment of the Redemption Price; and
(vi) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesJunior Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand legally available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then[, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are not in book-entry-only form,] the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of accumulated and unpaid Distributions on the Redemption Price on Date of the Trust Securities shall will be made subject to the rights of Holders thereof as they appear on the Securities Register for the Trust Securities close of business on the relevant record date, which shall be one Business date in respect of a Distribution Date occurring on or prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant such Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected selected) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, an Administrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (Cna Financial Corp), Trust Agreement (Cna Financial Corp)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 2 contracts
Sources: Trust Agreement (J P Morgan Chase & Co), Trust Agreement (J P Morgan Chase & Co)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price, and an Administrative Trustee or the Property Trustee will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities at the close of business on the relevant record date, which shall be one at the close of business on the Business Date prior to Day immediately preceding the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the close of business on the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by lot or by such other method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Preferred Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the he immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP numbernumber or numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section Sec tion 4.02(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities, funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions instruc tions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated Price, and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date date fixed for redemption of the Trust Securities is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.01, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities and distribution of the Debentures to holders of Capital Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date or Liquidation Date, as applicable; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date or Liquidation Date, as applicable.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of the Trust Securities to be redeemed shall be allocated to proportionally between the Common Trust Securities and the Capital Securities according to the Preferred Trust Securities in the proportion that the their aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust SecuritiesAmounts. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust the Capital Securities of a denomination larger than $251,000; provided that so long as the Capital Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust the Capital Securities shall relate, in the case of any Preferred Trust aggregate Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust the Capital Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (PMC Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held , except as provided in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities CertificatesSection 4.2(d).
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds then on hand legally and immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be the close of business one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days close of business on the fifteenth day prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on 20 Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ___ or an integral multiples thereof) multiple of $___ in excess thereof of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25__); provided however, that before undertaking redemption of the Preferred Securities on other than a pro rata basis, the Property Trustee shall have received an Opinion of Counsel that the status of the Trust as a grantor trust for United States federal income tax purposes would not be adversely affected. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.2 and to applicable law (including, without limitation, United States federal securities laws), the Depositor or its Affiliates may, at any time and from time to time, purchase Outstanding Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Sources: Trust Agreement (Rli Corp)
Redemption. (a) On each Debenture Redemption Prior to the Applicable Date, the Notes shall not be redeemable at the option of the Company. Beginning on the Notice Date and until 90 days thereafter, the Notes as to which the Purchaser or its Permitted Transferees is the Holder are redeemable at the maturity date ("Maturity Date") option of the Company for the Debentures (Cash as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities whole at the Redemption Price plus accumulated Price. Beginning on the third anniversary of the Issue Date, the Notes as to which any Person (other than the Purchaser or its Permitted Transferees) is the Holder are redeemable at the option of the Company for Cash, in whole or in part, at the Redemption Price. Notwithstanding the foregoing, if the date of redemption (the “Redemption Date”) is after a Regular Record Date and unpaid Distributions on or prior to the Redemption Interest Payment Date or Maturity to which it relates, interest accrued to the Interest Payment Date will be paid to Holders of the Notes being redeemed as of the preceding Regular Record Date, as the case may be.
(b) Notice At least 30 days but not more than 60 days before the Redemption Date, the Company shall mail a notice of redemption shall be given by (the Property Trustee “Redemption Notice”) by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemedredeemed (provided that notwithstanding anything to the contrary contained in this Indenture, the Purchaser and its Permitted Transferees may not transfer any Note as to which the Purchaser or its Permitted Transferees is the Holder after the Company has delivered the Redemption Notice). The Redemption Notice shall identify the Notes to be redeemed (including the CUSIP numbers) and shall at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall a minimum state:
(i) the Redemption DatePrice;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP numbername and address of the Paying Agent;
(iv) if less than all that Notes must be surrendered to the Outstanding Trust Securities are Paying Agent to be redeemed, the identification and the total Liquidation Amount collect payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that the Redemption Price will be paid on the later of the Redemption Date and the time of surrender of such Note;
(vi) that, unless the Company defaults in making payment of such Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon interest due, if any, interest on Notes surrendered for purchase will cease to accrue on and after said datethe Redemption Date; and
(vivii) if a CUSIP number of the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities CertificatesNotes.
(c) The Trust Securities redeemed on each Redemption Date At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense, provided that the Company makes such request of the Trustee at least five Business Days (unless a shorter period shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions satisfactory to the Redemption Date with the proceeds from the contemporaneous redemption Trustee) prior to such notice of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such paymentredemption.
(d) If The Note, substantially in the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesform annexed as Exhibit A, then, by 12:00 noon, New York time, on the shall contain additional Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated terms and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except thatprovisions, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateany.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Indenture (Evercore Partners Inc.)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), with respect to Preferred Securities held in book-entry form, the Property Trustee shall will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. With respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only entryonly form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Chase Capital Iii)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said datedate except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Pennsylvania Power & Light Co /Pa)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal PCS and Common Securities at the Preferred Stock Redemption Price. TRUST AGREEMENT
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal PCS and Common Securities at the Note Redemption Price plus accumulated accrued and unpaid Distributions Contract Payments through the date of redemption, (ii) a Like Amount of Capital PCS at the Note Redemption Price and (iii) a Like Amount of Stripped PCS in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped PCS and a payment equal to accrued and unpaid Contract Payments through the Redemption Date or Maturity Date, as the case may bedate of redemption.
(bc) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital PCS at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part (including Capital PCS issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital PCS, in whole but not in part, in kind by exchanging for each Capital PCS a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital PCS.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption not later than five Business Days prior to the date of mailing. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital PCS in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;; TRUST AGREEMENT
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal PCS and Common Securities pursuant to Section 4.2(a) or Capital PCS pursuant to Section 4.2(e), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal PCS and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal PCS and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal PCS being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts TRUST AGREEMENT of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal PCS not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal PCS. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal PCS selected for redemption and, in the case of any Preferred Trust Securities Normal PCS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal PCS shall relate, in the case of any Preferred Trust Securities Normal PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal PCS that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital PCS are to be redeemed on a Redemption Date, then the particular Capital PCS to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital PCS not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital PCS are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital PCS. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital PCS selected for redemption and, in the case of any Capital PCS selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital PCS shall relate, in the case of any Capital PCS redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital PCS that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Maturity Date") for Date of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Denver time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Preferred Securities are in book-entry-only form, deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.with
Appears in 1 contract
Sources: Trust Agreement (Mb Capital I)
Redemption. (a) On each Debenture Redemption Date, each Debenture Repayment Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date (or in the case of a Debenture Repayment Date, not less than 10 nor more than 15 Business Days prior to the Redemption Date) to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on a Debenture Repayment Date or the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will shall cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will shall cease to be Outstanding. Subject to Section 4.2(c), In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will shall continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will shall be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. [The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 ___or an integral multiples multiple of $___in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. .] For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and Upon the repayment or redemption, in whole or in part, of the Subordinated Notes held by the Trust, whether at the stated maturity date ("Maturity Date") for of the Debentures (Subordinated Notes or upon earlier redemption as defined provided in the Subordinated Indenture), the Property Trustee will proceeds from such repayment or redemption shall be required simultaneously applied Pro Rata to redeem a Like Amount of Trust Securities having an aggregate Liquidation Amount equal to the aggregate principal amount of the Subordinated Notes so repaid or redeemed at the Redemption Price plus accumulated and unpaid Distributions to Price. Holders of the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption Securities shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior notice of such redemption in accordance with Section 4.02. B.
(a) If the Subordinated Notes Issuer redeems the Subordinated Notes upon the occurrence and continuance of a Tax Event, the proceeds from such redemption shall be applied by the Property Trustee to redeem the Trust Securities in whole (but not in part) at a redemption price per Trust Security equal to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of plus any accumulated and unpaid Distributions thereon to the Tax Event Redemption Date. If, following the occurrence of a Tax Event, the Subordinated Notes Issuer exercises its option to redeem the Subordinated Notes, the Subordinated Notes Issuer shall appoint the Quotation Agent; if a Tax Event Redemption occurs prior to the Purchase Contract Settlement Date, the redemption price payable in liquidation of the Trust Securities will be paid distributed to the Securities Intermediary under the Pledge Agreement, which in turn will apply that amount to purchase the Treasury Portfolio and remit the remaining portion, if any, of such price to the Purchase Contract Agent under the Purchase Contract Agreement, for payment to the holders of the Securities. If a Tax Event Redemption occurs after the Purchase Contract Settlement Date, the Treasury Portfolio shall not be purchased and the Property Trustee shall distribute Pro Rata to the Holders of the Trust Securities on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Tax Event Redemption Date the Redemption Price plus accumulated and unpaid Distributions to payable in liquidation of such Holders' interests in the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions assets of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such paymentTrust.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (PPL Corp)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesor payment at Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in 19 26 book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions on a pro rata basis (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.based on
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.any
Appears in 1 contract
Sources: Trust Agreement (American Coin Merchandising Trust Iv)
Redemption. The Company Preferred Securities may not be redeemed before the Dividend Payment Date regularly scheduled to occur in - 2011, unless a Tax Event, an Investment Company Act Event or a Capital Event occurs, in which case the Company may redeem the Company Preferred Securities in whole (abut not in part) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed any time on not less than 30 nor more than 60 days prior days' notice. On or after the Dividend Payment Date regularly scheduled to occur in - 2011, the Redemption Company may redeem the Company Preferred Securities on any Dividend Payment Date to each Holder of Trust Securities to be redeemedfor cash, at in whole or in part, on not less than 30 nor more than 60 days' notice. The redemption price for such Holder's address appearing redemptions on or after the regularly scheduled Dividend Payment Date in the Security Register. All notices of redemption or liquidation shall state- 2011 will be:
(i) 100% of the Redemption Date;liquidation preference of the Company Preferred Securities being redeemed; plus
(ii) an amount equal to unpaid dividends, if any, on the Company Preferred Securities with respect to the current Dividend Period (whether or not declared) accrued on a daily basis to the date fixed for redemption; plus
(iii) an amount equal to unpaid Definitive Dividends for any prior Dividend Period, without interest and without accumulation of unpaid Nondefinitive Dividends for any prior Dividend Period. The Company will also have the right to redeem the Company Preferred Securities in whole (but not in part) at any time prior to the Dividend Payment Date regularly scheduled to occur in - 2011, upon the occurrence of a Tax Event, an Investment Company Act Event or a Capital Event. The redemption price for a redemption arising out of a Tax Event resulting from a Change in Tax Law and relating to the:
(i) imposition of tax on the Trust or the Company; or
(ii) the Redemption Price and the amount imposition of accumulated and unpaid Distributions to be paid withholding tax on the Redemption Date;Company's payment of dividends on the Company Preferred Securities, on the Trust's payment of dividends on the Trust Preferred Securities, on the Bank's payment of interest on the Subordinated Notes or on the Bank's payment under the Bank Subordinated Guarantee,
(i) the Make Whole Amount; plus
(ii) an amount equal to unpaid dividends, if any, on the Company Preferred Securities with respect to the current Dividend Period (whether or not declared) accrued on a daily basis to the date fixed for redemption; plus
(iii) an amount equal to unpaid Definitive Dividends for any prior Dividend Period, without interest and without accumulation of unpaid Nondefinitive Dividends for any prior Dividend Period. The Company will have until the CUSIP number;
(iv) Dividend Payment Date regularly scheduled to occur in _______ 2011 after the occurrence of a Tax Event, an Investment Company Act Event or a Capital Event to exercise its right to redeem the Company Preferred Securities. Any redemption of Company Preferred Securities must comply with applicable regulatory requirements, including the prior approval of the Swiss Federal Banking Commission if less then required under applicable guidelines or policies of the Swiss Federal Banking Commission. If dividends on any Company Preferred Securities are unpaid, no Company Preferred Securities may be redeemed unless all outstanding Company Preferred Securities are redeemed and the Company may not purchase or otherwise acquire any Company Preferred Securities, except pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding Company Preferred Securities. The Company Preferred Securities will not be subject to any sinking fund or mandatory redemption and will not be convertible into any other securities of or limited liability company interests in the Company or any securities of the Bank. As long as any Company Preferred Securities are outstanding, other Company Parity Preferred Securities may not be redeemed or repurchased unless the Company concurrently redeems an approximately equal proportion of the aggregate liquidation preference of the outstanding Company Preferred Securities or each rating agency then rating the Company Preferred Securities informs the Company in writing that the redemption or repurchase of such Company Parity Preferred Securities would not result in a reduction or withdrawal of the rating then assigned by that rating agency to the Company Preferred Securities. If fewer than all of the Outstanding Trust outstanding Company Preferred Securities are to be redeemed, the identification and the total Liquidation Amount amount of the particular Trust Company Preferred Securities to be redeemed;
(v) that on redeemed shall be determined by the Redemption Date Board of Directors, and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security securities to be redeemed and shall be determined by lot or pro rata as may be determined by the Board of Directors in its sole discretion to be equitable; provided, that Distributions thereon will cease to accrue such method satisfies any applicable requirements of any securities exchange on and after said date; which the Company -36- 42 Preferred Securities or any Trust Preferred Securities may then be listed and
(vi) , if the Company Preferred Securities or Trust Preferred Securities are no longer then held by DTC or its nominee in book-entry only formthe form of a global security, any applicable requirements of DTC. The Company will promptly notify the registrar and transfer agent for the Company Preferred Securities in writing of the securities selected for redemption and, in the case of any partial redemption, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease liquidation preference to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateredeemed. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions redemption price in respect of any Trust Company Preferred Securities called for redemption is improperly withheld or refused and not paid either by the Trust Company or by the Trust Securities Guarantor Bank pursuant to the Trust Securities Bank Subordinated Guarantee, Distributions dividends on such Trust Securities will Company Preferred Securities, shall continue to accrue, at the then applicable rate, accumulate from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant date of actual payment of such Redemption Date; provided, however, that in the event that the Price. Any Company Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to canceled. There shall be no prescription period in respect of uncollected dividends on the Common Trust Securities and to the Company Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior Securityholders, by acceptance of such Company Preferred Securities, acknowledge and agree to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemptionsubordination provisions in, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemptionother terms of, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Company Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemedGuarantee.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ubs Preferred Funding Trust Iii)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of payment thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Capital Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and The Securities will be redeemable, at the maturity date option of the Company, at any time in whole, or from time to time in part, at a Redemption Price ("Maturity Date"the “Make-Whole Price”) for equal to the Debentures greater of: (as defined in i) 100% of the Subordinated Indenture), principal amount of the Property Trustee will Securities to be required to redeem a Like Amount redeemed; or (ii) the sum of Trust Securities 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 plus accumulated and unpaid Distributions Price) on the Securities (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date or Maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 15 basis points; plus, in either case, accrued interest to the Redemption Date, as . Securities called for redemption become due on the case may be.
(b) Notice Redemption Date. Notices of redemption shall will be given by the Property Trustee by first-class mail, postage prepaid, mailed at least 30 but not less than 30 nor more than 60 days prior to before the Redemption Date to each Holder holder of Trust record of the Securities to be redeemed at its registered address. The notice of redemption for the Securities will state, among other things, the amount of Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) , the Redemption Make-Whole Price and the amount place(s) that payment will be made upon presentation and surrender of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on . Unless the Redemption Date Company defaults in payment of the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon Make-Whole Price, interest will cease to accrue on and after said date; and
(vi) if the Preferred Trust any Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed that have been called for redemption at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are redeemed at any time, the Trustee will select the Securities to be redeemed on a Redemption Date, then pro rata basis or by any other method the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem deems fair and appropriate and which may provide for appropriate. For purposes of determining the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemptionMake-Whole Price, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.following definitions are applicable:
Appears in 1 contract
Sources: Book Entry Security Agreement (Waste Management Inc)
Redemption. (a) On each Debenture Redemption Date (including a Debenture Redemption Date with respect to a Tax Event) and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of payment thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Capital Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at with respect to the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Senior Deferrable Notes, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All Any notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that the Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesSenior Deferrable Notes. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds legally and immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust SecuritiesSecurities which notice when given shall become irrevocable, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee will, so long as the Trust Preferred Securities are in book-entry only form, irrevocably deposit with the Clearing Agency for the Trust Preferred Securities funds sufficient to pay the applicable Redemption Price. If the Trust Preferred Securities are not in book-entry only form, the Property Trustee, subject to Section 4.02(c), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Security Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), ) except that, if such Business Day falls is in the next succeeding calendar year, payment of such payment will Redemption Price shall be made on the immediately preceding Business Business, Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, accrue at the then applicable rate, from the such Redemption Date originally established by the Trust for such Trust Preferred Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Security Register for the Trust Securities on the relevant record date, which shall be one Business Date the close of business on the fifteenth calendar day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Trust Common Trust Securities and 97% to the Trust Preferred Trust Securities in the proportion Securities, with such adjustments that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiesamount so allocated shall be divisible by $10. The particular Trust Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or integral multiples thereof) thereof of the Liquidation Amount of Trust Preferred Trust Securities of a denomination larger than $2510); provided, however, that before undertaking redemption of the Trust Preferred Securities on other than a pro rata basis, the Property Trustee shall have received an Opinion of Counsel that the status of the Trust as a grantor trust for United States federal income tax purposes would not be adversely affected. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Trust Preferred Trust Securities which has been or is to be redeemed.
(g) Subject to the foregoing provisions of this Section 4.02 and to applicable law (including, without limitation, United States federal securities laws), the Corporation or its Affiliates may, at any time and from time to time, purchase outstanding Trust Preferred Securities by tender, in the open market or by private agreement.
Appears in 1 contract
Sources: Trust Agreement (Semco Energy Inc)
Redemption. (a) On The Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of both Classes of Notes is less than or equal to 10% of the aggregate Original Note Principal Balance of both Classes of Notes. The redemption price for each Debenture Redemption Date and at Class of Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the ____ day and not later than the ____ day of the month before the month of the redemption. Payment on the Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date funds on deposit in the Payment Account and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Collection Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Indenture (CWHEQ, Inc.)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, redemption by such any method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided that so long as the Preferred Securities are in book-entry-only form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(f) If on any Redemption Date the Trust Securities are rated below "B" by S&P or Moody's, or if the Federal Reserve so directs, then in lieu of paying the Redemption Price due on such Redemption Date, the Issuer Trust shall issue on such Redemption Date a due bill for such Redemption ▇▇▇ce, which due bill shall be in the form of E▇▇▇▇it D and shall mature one year after its date of issuance. The provisions of Article V of this Trust Agreement shall apply, mutatis mutandis, to any such due bill as if it were a Tru▇▇ ▇ecurities Certificate.]
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of payment thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 $ or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Trust Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Trust Preferred Securities. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Trust Preferred Trust Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Trust Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Trust Preferred Trust Securities not previously called for redemption, by such method provided that so long as the Property Trustee Trust Preferred Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Trust Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Trust Preferred Trust Securities selected for redemption and, in the case of any Trust Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Trust Preferred Trust Securities shall relate, in the case of any Trust Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Trust Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the Trust of a notice of redemption or other acceleration of the maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Junior Debt Securities, the Property Trustee Trustee, subject to Section 4.3, will be required to redeem call for redemption a Like Amount of Trust Securities on the Junior Debt Security Redemption Date and will call for redemption all Outstanding Trust Securities on the stated maturity date of the Junior Debt Securities, in each case at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) the place or places where Trust Securities are to be surrendered for payment of the Redemption Price; and
(vi) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesJunior Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand legally available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then[, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price for the Preferred Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are not in book-entry-only form,] the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of accumulated and unpaid Distributions on the Redemption Price on Date of the Trust Securities shall will be made subject to the rights of Holders thereof as they appear on the Securities Register for the Trust Securities close of business on the relevant record date, which shall be one Business date in respect of a Distribution Date occurring on or prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant such Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected selected) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. If fewer than all of the Trust Securities represented by a Trust Securities Certificate are redeemed, an Administrative Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Cna Financial Corp)
Redemption. The Company may redeem the Securities of this Series in whole at any time or from time to time in part prior to their Stated Maturity, at its option, pursuant to the following terms:
(a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)At any time before August 15, the Property Trustee will be required to redeem a Like Amount of Trust Securities at 2050, the Redemption Price plus accumulated shall be equal to the greater of (i) 100% of the aggregate principal amount of the Securities of this Series to be redeemed and (ii) the sum of the present value of the Remaining Scheduled Payments of such Securities, less accrued and unpaid Distributions interest thereon to, but excluding, the Redemption Date for such Securities, discounted to the Redemption Date or Maturity 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 15.0 basis points, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date, as the case may be.
(b) At any time on or after August 15, 2050, the Redemption Price shall be equal to 100% of the aggregate principal amount of the Securities of this Series to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Securities that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Record Date in accordance with the provisions of the Securities and the Indenture. On and after the Redemption Date for the Securities, interest shall cease to accrue on such Securities or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price and accrued interest, if any. On or before the Redemption Date for the Securities, the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the 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 Securities of a Series are to be redeemed, the Securities to be redeemed shall be selected in accordance with the procedures of the Depository; provided, however, that in no event shall Securities of a principal amount of $2,000 or less be redeemed in part. Notice of any redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed delivered at least 10 days but not less than 30 nor more than 60 days prior to before the Redemption Date to each Holder of Trust the Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation Such notice shall state:
(i) the Redemption Date;
(ii) state the Redemption Price and (if known) or the amount of accumulated and unpaid Distributions formula pursuant to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date which the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security is to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) determined if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to cannot be determined at the Redemption Date with time the proceeds from the contemporaneous redemption of Debenturesnotice is given. Redemptions of the Trust Securities shall be made and If the Redemption Price plus accumulated and unpaid Distributions 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 Company delivered to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or no later than two Business Days prior to the Redemption Date for any Trust Date. Notice of redemption having been given as provided in the Indenture, the Securities called for redemption shall be become due and payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption DateDate and at the applicable Redemption Price, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated accrued and unpaid Distributions to the Redemption Date thereofinterest, if any, to, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only formexcluding, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Second Supplemental Indenture (Electronic Arts Inc.)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee will Trust shall be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and that payment will be made upon presentation and surrender of the amount of accumulated and unpaid Distributions to be paid on the Redemption DateTrust Securities Certificates;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;redeemed and that new Trust Securities Certificates will be issued for the unredeemed portion; and
(viv) that that, on the Redemption Date Date, the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will shall become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will shall cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York [ City/State of Depositor ----------------------------- ] time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee Trustee, - subject to Section 4.2(c), shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will shall give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders record holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will shall cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will shall cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will shall continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will shall be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders Securityholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 25.00 or an integral multiples multiple of $25.00 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2525.00. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at Upon receipt by the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture)Trust of a notice of redemption of Trust Debt Securities, the Property Trustee Trust will be required to redeem call for redemption a Like Amount of Outstanding Trust Securities on the Trust Debt Security Redemption Date and will call for redemption all Outstanding Trust Securities on the stated maturity date of the Trust Debt Securities, in each case, at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Securities Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding place or places where Trust Securities Certificates are to be redeemed, the identification and the total Liquidation Amount surrendered for payment of the particular Trust Securities to be redeemedRedemption Price;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said such date; and
(vi) if less than all of the Preferred Outstanding Trust Securities are no longer held in book-entry only formto be redeemed, the place identification and address where total Liquidation Amount of the Holders shall surrender their Preferred particular Trust Securities Certificatesto be redeemed.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at maturity of DebenturesTrust Debt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Preferred Trust Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of such Preferred Trust Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds irrevocably deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls is in the next succeeding calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Sponsor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that pro rata based on the aggregate Liquidation Amount of each is of the Outstanding Common Trust Securities and the Outstanding Preferred Trust Securities in relation to the aggregate Liquidation Amount of all outstanding of the Outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25appropriate. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in redemption. If fewer than all of the case of any Preferred Trust Securities selected for partial redemptionrepresented by a Trust Securities Certificate are redeemed, the Liquidation Amount thereof to be redeemedDelaware Trustee shall execute for the Holder a new Trust Securities Certificate representing the unredeemed Trust Securities. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Southwest Gas Corp)
Redemption. (a) On each Debenture Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less fewer than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Trust Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Trust Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Trust Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.Distribution
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption DateDate (or, if such date is not a Business Day, the next Business Day following such date).
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 10 or an integral multiples multiple of $10 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $2510. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.shall
Appears in 1 contract
Sources: Trust Agreement (American Coin Merchandising Trust Iv)
Redemption. (a) On each Debenture Debt Security Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debt Securities, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or, if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Securities are not Book-Entry Preferred Securities, the place or places where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of DebenturesDebt Securities. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Preferred Securities. With respect to Preferred Securities that are not Book-Entry Preferred Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Preferred Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, case with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by provided that if the Preferred Securities are Book-Entry Preferred Securities, such method as selection shall be made in accordance with the Property Trustee shall deem fair and appropriate and which may provide customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee Administrative Trustees by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of the Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives Administrative Trustees give a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Paying Agent Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions with respect to the Redemption Date Preferred Securities and will shall give the Paying Agent such Clearing Agency irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Datesholders thereof. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain are no longer in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject Property Trustee, subject to Section 4.03(a4.02(c), if less than all shall irrevocably deposit with the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.Paying Agent
Appears in 1 contract
Sources: Trust Agreement (Cleveland Electric Financing Trust I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said datedate except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry- only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Pennsylvania Power & Light Co /Pa)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent (or Clearing Agency, in the event the Preferred Securities are book-entry only) funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Mp&l Capital I)
Redemption. (a) On each Debenture Preferred Stock Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Normal APEX and Common Securities at the Preferred Stock Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) On any Note Redemption Date prior to the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem (i) a Like Amount of Normal APEX and Common Securities at the Note Redemption Price plus accrued and unpaid Contract Payments through the date of redemption, (ii) a Like Amount of Capital APEX at the Note Redemption Price and (iii) a Like Amount of Stripped APEX in exchange for the Qualifying Treasury Securities that are Corresponding Assets of the Stripped APEX and a payment equal to accrued and unpaid Contract Payments through the date of redemption.
(c) On each Note Redemption Date following the Stock Purchase Date or, if earlier, the Remarketing Settlement Date, the Issuer Trust will be required to redeem a Like Amount of Capital APEX at the Note Redemption Price.
(d) If a Successful Remarketing occurs, then promptly after the Remarketing Settlement Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part (including Capital APEX issued in connection with a Contingent Exchange Election), in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs but on the Stock Purchase Date there is no Deferred Note Interest Amount outstanding, then promptly after the Stock Purchase Date the Issuer Trust shall redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. If a Failed Remarketing occurs and there is a Deferred Note Interest Amount outstanding on the Stock Purchase Date, or if the Stock Purchase Contracts terminate in accordance with the terms of the Stock Purchase Contract Agreement prior to a Stock Purchase Date occurring, then the Depositor may instruct the Issuer Trust at any time thereafter when no Deferred Note Interest Amount is outstanding to redeem the Capital APEX, in whole but not in part, in kind by exchanging for each Capital APEX a Like Amount of Notes. Any such redemption will be effected by Book-Entry Transfer of Notes in global form if the Notes then settle and clear through the Clearing Agency, and if the Notes do not then settle and clear through the Clearing Agency by delivery of definitive certificates evidencing the Notes to the Holders of Capital APEX.
(e) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 (or not less than 20 in the case of a redemption in kind pursuant to Section 4.2(d) after a Successful Remarketing) nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. The Depositor shall provide a completed form of notice of redemption to the Property Trustee not later than five Business Days prior to the date of mailing of such notice of redemption. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) unless the redemption is a redemption of Capital APEX in kind pursuant to Section 4.2(d), the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated by the Depositor or a calculation agent appointed by it on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Trust Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities of the relevant Series to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(e)(ii) below; and
(vi) if the Trust Preferred Securities Certificates are not Book-Entry Trust Preferred Securities are no longer held in book-entry only formCertificates on the Redemption Date, the place and address or places where the Holders shall surrender their Trust Preferred Trust Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(cf) In the case of a redemption of Normal APEX and Common Securities pursuant to Section 4.2(a) or Capital APEX pursuant to Section 4.2(c), in each case for payment of a cash Redemption Price:
(i) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesa Like Amount of Preferred Stock or Notes, as applicable. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account from the Depositor’s redemption of Preferred Stock or Notes, as applicable, for the payment of such paymentRedemption Price.
(dii) If the Property Trustee gives a notice of redemption in respect of any Trust Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(f)(i), the Property Trustee shall or Paying Agent will, with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Trust Preferred Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Trust Preferred Securities that are not Book-Entry Trust Preferred Securities, the Property Trustee, subject to Section 4.2(f)(i), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Trust Preferred Securities upon surrender of their Trust Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such dateoutstanding. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities GuaranteeGuarantee Agreement, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(fiii) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Normal APEX and Common Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Normal APEX and Common Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Securities in Normal APEX being redeemed based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch series. The particular Preferred Trust Securities Normal APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities Normal APEX not previously called for redemptionredemption or, if that is not practical, by such lot or any other method as the Property Trustee shall deem deems fair and appropriate and which may provide appropriate, provided, however, that so long as the Normal APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Normal APEX. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities Normal APEX selected for redemption and, in the case of any Preferred Trust Securities Normal APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities Normal APEX shall relate, in the case of any Preferred Trust Securities Normal APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Securities which Normal APEX that has been or is to be redeemed.
(iv) If less than all the Outstanding Capital APEX are to be redeemed on a Redemption Date, then the particular Capital APEX to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Capital APEX not previously called for redemption or, if that is not practical, by lot or any other method the Property Trustee deems fair and appropriate, provided, however, that so long as the Capital APEX are in book-entry form, such selection shall be made in accordance with the customary procedures for the Clearing Agency for the Capital APEX. The Property Trustee shall promptly notify the Securities Registrar in writing of the Capital APEX selected for redemption and, in the case of any Capital APEX selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Capital APEX shall relate, in the case of any Capital APEX redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Capital APEX that has been or is to be redeemed.
(v) Payment of the Redemption Price on the Trust Securities shall be made to the record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Day prior to the relevant Redemption Date; provided, however, that in the event that the Trust Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
Appears in 1 contract
Sources: Trust Agreement (National City Preferred Capital Trust I)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bedate of such payment.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions Dividends to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment will become due and payable upon each such Trust Security to be redeemed and that Distributions interest thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date date of such payment to the Holders holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date redemption date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofdate of such payment, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.Depositor
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date the fifteenth day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for a redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP numbernumber(s) of the Preferred Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred place where the Trust Securities are no longer held in book-entry only form, to be surrendered for the place and address where payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Preferred Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Preferred Securities, to the extent available, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are not in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then immediately prior to the close of business on the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which with respect to Book-Entry Preferred Securities shall be one Business Date Day prior to the relevant Redemption Date; provided, howeverand, that in the event that the with respect to Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
(g) Subject to obtaining any required regulatory approval, if, at any time, a Tax Event or an Investment Company Event shall occur and be continuing, the Depositor shall have the right, upon not less than 30 nor more than 60 days' notice, to redeem the Debentures, in whole or in part, for cash within 90 days following the occurrence of such Special Event, and, following such redemption, a Like Amount of Preferred Securities shall be redeemed by the Trust at the Redemption Price on a pro rata basis; provided, however, that if at the time there is available to the Depositor or the Trust the opportunity to eliminate, within such 90-day period, the Special Event by taking some ministerial action, such as filing a form or making an election or pursuing some other similar reasonable measure that will have no adverse effect on the Trust, the Depositor or the Holders of the Securities, then the Depositor or the Administrators on behalf of the Trust will pursue such measure in lieu of redemption.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at In the maturity date ("Maturity Date") for event the Debentures Registration Statement (as defined in the Subordinated IndentureRegistration Rights Agreement) is not declared effective on or before the 120th calendar day after the Closing Date (if such date is not a business day then the next business day immediately thereafter), and for so long as the Property Trustee will be required to redeem Company has not received a Like Amount Notice of Trust Securities Conversion for such shares, the Company must, repay, in whole, all shares of Preferred Stock then outstanding at the Redemption Price plus accumulated and unpaid Distributions (as defined below). The Preferred Stock is redeemable as a series, in whole or in part, by the Company by providing written notice (the "REDEMPTION NOTICE") to the Redemption Date holder of the Preferred Stock via facsimile at his or Maturity Date, her address as the case may be.
same shall appear on the books of the Company (bthe Business Day between the hours of 9:00 a.m. and 5:00 Eastern Time, and date the Redemption Notice is received by the Holders via facsimile is defined to be the "REDEMPTION NOTICE DATE"). Within three business days after the Redemption Notice Date the Company shall make payment of the Redemption Price (as defined below) in immediately available funds to the Holder for the shares of Preferred Stock which are the subject of the Redemption Notice (such date of payment referred to as the "REDEMPTION DATE"). The "Redemption Price" shall be equal to 125% of the Stated Value of the shares of Preferred Stock which are subject to such Redemption Notice, plus all accrued but unpaid dividends on such shares. The Notice of redemption Redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
set forth (i) the Redemption Date;
Date and the place fixed for redemption, (ii) the Redemption Price Price, and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) a statement that dividends on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security shares of Preferred Stock to be redeemed and that Distributions thereon will cease to accrue on such Redemption Date, and (iv) a statement of or reference to the conversion right set forth herein. Within three business days after said date; and
(vi) if the Notice of Redemption Date, the Company shall wire transfer the appropriate amount of funds to the holders of the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Stock. The Holders shall surrender their send the shares of Preferred Trust Securities Certificates.
(c) The Trust Securities Stock being redeemed on each Redemption Date shall be redeemed at to the Company within three Business Days after they have received good funds for the Redemption Price plus accumulated and unpaid Distributions of such shares. Subject to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, receipt by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for Preferred Stock being redeemed of the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment wire transfer of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment as described in respect above, each share of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities Stock to be redeemed shall be allocated automatically canceled and converted into a right to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to receive the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemptionPrice, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing all rights of the Preferred Trust Securities selected for redemption andStock, in including the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof right to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities conversion shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemedcease without further action.
Appears in 1 contract
Sources: Subscription Agreement (Imaging Diagnostic Systems Inc /Fl/)
Redemption. (a) On each Debenture Redemption Date and at on the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debenturesthe Debentures or payment on the Debenture Maturity Date. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may be.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstanding. In the event that any Redemption Date is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, ) with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such date.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 $ or integral multiples ----- thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25$ . The Property Trustee shall ----- promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Txu Capital Iv)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry entry-only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately 25 18 preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 _____ or an integral multiples multiple of $_____ in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25_____. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall will, so long as the Preferred Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Preferred Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; providedPROVIDED, howeverHOWEVER, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Nevada Power Co)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Issuer Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's ’s address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and or if the amount of accumulated and unpaid Distributions Redemption Price cannot be calculated prior to the time the notice is required to be paid sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption DateDate (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);
(iii) the CUSIP numbernumber or CUSIP numbers of the Capital Securities affected;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue accumulate on and after said date, except as provided in Section 4.2(d) below; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry-only form, the place and address or places where the Holders shall surrender their Preferred Trust Capital Securities CertificatesCertificates are to be surrendered for the payment of the Redemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Issuer Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Book-Entry Capital Securities, irrevocably deposit with the Paying Agent Clearing Agency for such Book-Entry Capital Securities, to the extent available therefor, funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent, to the extent available therefor, funds sufficient to pay the applicable Redemption Date Price and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof of the Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders Holders holding Trust Securities so called for redemption will cease, except the right of such Securityholders Holders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable in respect of the Trust Securities on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Issuer Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rateas set forth in Section 4.1, from the Redemption Date originally established by the Issuer Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated pro rata to the Common Trust Securities and to the Preferred Trust Capital Securities in based upon the proportion that the aggregate relative Liquidation Amount Amounts of each is to the aggregate Liquidation Amount of all outstanding Trust Securitiessuch classes. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis based upon their respective Liquidation Amounts not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method provided that so long as the Property Trustee Capital Securities are in book-entry-only form, such selection shall deem fair and appropriate and which may provide be made in accordance with the customary procedures for the selection Clearing Agency for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25Capital Securities. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the aggregate Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (State Street Corp)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Debenture Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee will be required to Trust shall redeem a Like Amount of Trust Securities at the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-first- class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number, if any, of the Trust Securities to be redeemed;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if any of the Preferred Trust Capital Securities are no longer not held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, with respect to Capital Securities that are held in book-entry form, irrevocably deposit with the Depository for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Depository irrevocable instructions and authority to pay the Redemption Price to the Holders thereof. With respect to Capital Securities that are not held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, accrue at the then applicable rate, rate from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that any of the Preferred Capital Securities do are not remain held in book-entry-only entry form, the relevant record date for all Trust Securities shall be the date fifteen 15 days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000 or, if the Capital Securities are then held in the form of Global Capital Securities, in accordance with the Depository's customary procedures; provided in each case that any Holder of Capital Securities after redemption has at least 100 Capital Securities remaining after the redemption. The Property Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Integon Capital I)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Junior Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Securities Register. The Property Trustee shall have no responsibility for the accuracy of any CUSIP number contained in such notice. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total aggregate Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions distributions thereon will cease to accrue accumulate on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Junior Subordinated Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has immediately available funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York Minneapolis time, on the Redemption Date, subject to Section 4.02(c402(c), the Property Trustee shall irrevocably will, so long as the Capital Securities are in book-entry-only form, deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 402(c), will deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereonon such Redemption Price, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrueaccumulate, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders record holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a403(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust outstanding Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.be
Appears in 1 contract
Sources: Trust Agreement (CFB Capital Iv)
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem redeem, subject to Section 4.3, a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;; and
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securities, then, by 12:00 noon, New York Eastern time, on the Redemption Date, with respect to Preferred Securities held in certificated form, the Property Trustee, subject to Section 4.02(c4.2(c), the Property Trustee shall will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. With respect to Preferred Securities held in book-entry form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Clearing Agency for the Preferred Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the holders thereof. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereoninterest, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-entry- only form, the relevant record date shall be the date fifteen 15 days prior to the relevant Redemption DateDate (or, if such date is not a Business Day, the next Business Day following such date).
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount Redemption Price of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or an integral multiples multiple of $25 in excess thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which that has been or is to be redeemed.
Appears in 1 contract
Redemption. (a) On each Debenture Redemption Date and at on the stated maturity date ("Maturity Date") for of the Debentures (as defined in the Subordinated Indenture)Debentures, the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry entry- only form, the place and address where the Holders shall surrender their Preferred Trust Capital Securities Certificates.. 21 15
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption or payment at stated maturity of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon, New York City time, on the Redemption Date, subject to Section 4.02(c4.2(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the applicable Redemption Price and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Owners thereof. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, subject to Section 4.2(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to the Redemption Date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions any Distribution payable on or prior to the Redemption Date thereofDate, but without interest thereon, and such Trust Securities will cease to be Outstandingoutstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders recordholders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date Day prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Capital Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a4.3(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to on a pro rata basis (based on Liquidation Amounts) among the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected on a pro rata basis (based upon Liquidation Amounts) not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method (including, without limitation, by lot) as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple of $1,000 in excess thereof) of the Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property 22 16 Trustee shall promptly notify the Transfer Agent and Security Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which that has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Mbna Corp)
Redemption. (a) On The Notes are subject to optional redemption by the Issuer with the consent of the Credit Enhancer and the Master Servicer in whole on any Payment Date from the Payment Date immediately before which the aggregate Note Principal Balance of both Classes of Notes is less than or equal to 10% of the aggregate Original Note Principal Balance of both Classes of Notes. The redemption price for each Debenture Redemption Date and at Class of Notes shall be the maturity Note Principal Balance for that Class plus accrued aggregate Note Interest for that Class through the day before the redemption date ("Maturity Date") plus interest accrued on the aggregate Unpaid Investor Interest Shortfall for that Class of Notes, to the Debentures (as defined in the Subordinated Indenture), the Property Trustee extent legally permissible. No premium or penalty will be required to redeem a Like Amount payable by the Issuer in any redemption of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may beNotes.
(b) Notice The Issuer shall notify the Indenture Trustee of redemption its election to redeem the Notes not later than the first day of the month preceding the month of the redemption. The Indenture Trustee shall first notify the Credit Enhancer and the Master Servicer and then notify the Noteholders by letter mailed or sent by facsimile transmission not earlier than the 15th day and not later than the 25th day of the month before the month of the redemption. Payment on the Notes will only be given by made on presentation and surrender of the Property Notes at the office or agency of the Indenture Trustee by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing specified in the Security Registerredemption notice. All notices of By the redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption Date;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemeddate, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said date; and
(vi) if the Preferred Trust Securities are no longer held in book-entry only form, the place and address where the Holders Issuer shall surrender their Preferred Trust Securities Certificates.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately available deposit in the Payment Account for such payment.
(d) If the Property Trustee gives a notice of redemption in respect of any Preferred Trust Securitiesimmediately available funds an amount that, then, by 12:00 noon, New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions when added to the Redemption Date and will give funds on deposit in the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions Payment Account that are payable to the Redemption Date to Noteholders, equals the Holders thereof upon surrender redemption price for each Class of their Preferred Trust Securities Certificates and Common Trust Securities Certificates. Notwithstanding Notes, whereupon all the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring on or prior to the Redemption Date for any Trust Securities Notes called for redemption shall be payable on the redemption date.
(c) On presentation and surrender of the Notes, the Indenture Trustee shall pay to the Holders of such Trust Securities as they appear Notes on the Securities Register redemption date an amount equal to their redemption price. On the redemption date, the Indenture Trustee shall, based on the information in the Servicing Certificate for the Trust Securities relevant Payment Date, withdraw from the Payment Account and remit to the Credit Enhancer the lesser of (x) the amount available for distribution on the relevant record dates redemption date, net of the amount needed to pay the redemption price and (y) the unpaid amounts due to the Credit Enhancer for unpaid premiums and unreimbursed draws on the Policy (together with interest on them as provided under the Insurance Agreement) and any other sums owed under the Insurance Agreement. If all of the Noteholders do not surrender their Notes for final payment and cancellation by the redemption date, the Indenture Trustee shall hold in the Payment Account, for the related Distribution Datesbenefit of the Noteholders and the Issuer, the remaining amounts representing the redemption price not distributed in redemption to Noteholders.
(d) Any election to redeem Notes pursuant to Section 10.01(a) shall be evidenced by an Issuer Order. If The Issuer Order shall specify the items required in the notice of redemption shall have been given and funds deposited as required, then on the Redemption Date, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereof, but without interest thereon, and such Trust Securities will cease to be Outstandingmailed to Noteholders. In the event that any Redemption Date is not a Business Day, then payment The Issuer shall notify each Rating Agency of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused and not paid either by the Trust or by the Trust Securities Guarantor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such dateredemption.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated to the Common Trust Securities and to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Securities. The particular Preferred Trust Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 or integral multiples thereof) of the Liquidation Amount of Preferred Trust Securities of a denomination larger than $25. The Property Trustee shall promptly notify the Transfer Agent and Registrar in writing of the Preferred Trust Securities selected for redemption and, in the case of any Preferred Trust Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Securities shall relate, in the case of any Preferred Trust Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Indenture (CWHEQ Revolving Home Equity Loan Asset Backed Notes, Series 2005-B)
Redemption. (a) On each Debenture Redemption Date and at the maturity date ("Maturity Date") for the Debentures (as defined in the Subordinated Indenture), the Property Trustee Trust will be required to redeem a Like Amount of Trust Securities at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date or Maturity Date, as the case may bePrice.
(b) Notice of redemption shall be given by the Property Trustee by first-class mail, postage prepaid, mailed not less than 30 20 nor more than 60 90 days prior to the Redemption Date to each Holder of Trust Securities to be redeemed, at such Holder's address appearing in the Security Register. All notices of redemption or liquidation shall state:
(i) the Redemption Date;
(ii) the Redemption Price and the amount of accumulated and unpaid Distributions to be paid on the Redemption DatePrice;
(iii) the CUSIP number;
(iv) if less than all the Outstanding Trust Securities are to be redeemed, the identification and the total Liquidation Amount of the particular Trust Securities to be redeemed;
(v) that on the Redemption Date the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date will become due and payable upon each such Trust Security to be redeemed and that Distributions thereon will cease to accrue on and after said such date; and
(vi) if the Preferred Trust Capital Securities are no longer held in book-entry only form, the place and address or places where Capital Securities Certificates are to be surrendered for payment of the Holders shall surrender their Preferred Trust Securities CertificatesRedemption Price.
(c) The Trust Securities redeemed on each Redemption Date shall be redeemed at the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date with the proceeds from the contemporaneous redemption of Debentures. Redemptions of the Trust Securities shall be made and the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date shall be deemed payable on each Redemption Date only to the extent that the Trust has funds immediately then on hand and available in the Payment Account for the payment of such paymentRedemption Price.
(d) If the Trust, by action of the Property Trustee Trustee, gives a notice of redemption in respect of any Preferred Trust Capital Securities, then, by 12:00 noon11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), the Property Trustee shall will, so long as the Capital Securities are in book-entry-only form, irrevocably deposit with the Clearing Agency for the Capital Securities funds sufficient to pay the Redemption Price for the Capital Securities being redeemed on such date and will give such Clearing Agency irrevocable instructions and authority to pay the Redemption Price to the Holders of such Capital Securities. If the Capital Securities are no longer in book-entry-only form, the Property Trustee, by 11:00 a.m., New York time, on the Redemption Date, subject to Section 4.02(c), will irrevocably deposit with the Paying Agent funds sufficient to pay the applicable Redemption Price plus accumulated and unpaid Distributions to for the Redemption Date Capital Securities being redeemed on such date and will give the Paying Agent irrevocable instructions and authority to pay the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date to the Holders thereof Owners of such Capital Securities upon surrender of their Preferred Trust Securities Certificates and Common Trust Capital Securities Certificates. Notwithstanding the foregoing, Distributions on the Trust Securities with respect to Distribution Dates occurring payable on or prior to the Redemption Date for any Trust Securities called for redemption shall be payable to the Holders of such Trust Securities as they appear on the Securities Register for the Trust Securities on the relevant record dates for the related Distribution Dates. If notice of redemption shall have been given and funds deposited as required, then on upon the Redemption Datedate of such deposit, all rights of Securityholders holding Trust Securities so called for redemption will cease, except the right of such Securityholders to receive the Redemption Price plus accumulated and unpaid Distributions to the Redemption Date thereofPrice, but without interest thereoninterest, and such Trust Securities will cease to be Outstanding. In the event that any date on which any Redemption Date Price is payable is not a Business Day, then payment of the Redemption Price payable on such date plus accumulated and unpaid Distributions to such Redemption Date shall will be made on the next succeeding day which is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day falls in the next calendar year, such payment will be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on such date. In the event that payment of the Redemption Price plus accumulated and unpaid Distributions in respect of any Trust Securities called for redemption is improperly withheld or refused refused, and not paid either by the Trust or by the Trust Securities Guarantor Depositor pursuant to the Trust Securities Guarantee, Distributions on such Trust Securities will continue to accrue, at the then applicable rate, from the Redemption Date originally established by the Trust for such Trust Securities to the date such Redemption Price plus accumulated and unpaid Distributions is actually paid, in which case the actual payment date will be deemed the date fixed for redemption for purposes of calculating the Redemption Price plus accumulated and unpaid Distributions to such datePrice.
(e) Payment of the Redemption Price on the Trust Securities shall be made to the Holders thereof as they appear on the Securities Register for the Trust Securities on the relevant record date, which shall be one Business Date prior to the relevant Redemption Date; provided, however, that in the event that the Preferred Securities do not remain in book-entry-only form, the relevant record date shall be the date fifteen days prior to the relevant Redemption Date.
(f) Subject to Section 4.03(a), if If less than all the Outstanding Trust Securities are to be redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be redeemed shall be allocated 3% to the Common Trust Securities and 97% to the Preferred Trust Securities in the proportion that the aggregate Liquidation Amount of each is to the aggregate Liquidation Amount of all outstanding Trust Capital Securities. The particular Preferred Trust Capital Securities to be redeemed shall be selected not more than 60 90 days prior to the Redemption Date by the Property Trustee from the Outstanding Preferred Trust Capital Securities not previously called for redemption, by such method as the Property Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $25 1,000 or an integral multiples multiple thereof) of the aggregate Liquidation Amount of Preferred Trust Capital Securities of a denomination larger than $251,000. The Property Trustee shall promptly notify the Transfer Agent and Securities Registrar in writing of the Preferred Trust Capital Securities selected for redemption and, in the case of any Preferred Trust Capital Securities selected for partial redemption, the Liquidation Amount thereof to be redeemed. For all purposes of this Trust Agreement, unless the context otherwise requires, all provisions relating to the redemption of Preferred Trust Capital Securities shall relate, in the case of any Preferred Trust Capital Securities redeemed or to be redeemed only in part, to the portion of the Liquidation Amount of Preferred Trust Capital Securities which has been or is to be redeemed.
Appears in 1 contract
Sources: Trust Agreement (Usf&g Corp)