Common use of Selection and Notice of Redemption Clause in Contracts

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.

Appears in 3 contracts

Samples: Indenture (Kraft Heinz Co), Eighth Supplemental Indenture (Kraft Heinz Co), Indenture (Kraft Heinz Co)

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Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.

Appears in 2 contracts

Samples: Third Supplemental Indenture (Kraft Heinz Co), Fourth Supplemental Indenture (Kraft Heinz Co)

Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.

Appears in 2 contracts

Samples: Supplemental Indenture (Navios Maritime Holdings Inc.), Indenture (Navios Maritime Holdings Inc.)

Selection and Notice of Redemption. Notice In the case of any redemption of any series of Notes in connection with a corporate transaction (including an equity offeringpartial redemption, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion selection of the related transaction. If such Securities for redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may will be rescinded in the event that any or all such conditions shall not have been satisfied made by the redemption date. In addition, Trustee in compliance with the Company may provide in such notice that payment requirements of the redemption price and performance of the Company’s obligations with respect to principal national securities exchange, if any, on which such redemption may be performed by another Person. If less than all of the Notes of Securities are listed, or if such Securities are not then listed on a series are to be redeemed at any timenational securities exchange, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or by such other similar method as the Trustee in accordance its sole discretion shall deem to be fair and appropriate; provided, however, that if a partial redemption is made with the procedures proceeds of a Public Equity Offering, selection of the Depositary if Securities or portion thereof for redemption shall be made by the Notes are represented by global certificatesTrustee only on a pro rata basis, unless such method is otherwise prohibited. Notes of $2,000 or less will Securities may be redeemed in whole and not part in partmultiples of $1,000 principal amount only. Notices Notice of redemption will be mailed sent, by first-first class mail to each Holder of Notes to be redeemed at its registered addressmail, or delivered electronicallypostage prepaid, at least 30 but not more than 60 days before (unless a shorter period is acceptable to the redemption date, except that redemption notices may be mailed more than 60 days Trustee) prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected fixed for redemption will not impair or affect to each holder whose Securities are to be redeemed at the validity of last address for such holder then shown on the redemption of any other Note redeemed in accordance with provisions of the Indentureregistry books. If any Note Security is to be redeemed in part only, the notice of redemption that relates to that Note will such Security shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note Security in a principal amount equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionSecurity. On and after the any redemption date, interest shall will cease to accrue on Notes the Securities or portions of them part thereof called for redemptionredemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the redemption price pursuant to the Indenture.

Appears in 2 contracts

Samples: Atlas Air Inc, Atlas Air Inc

Selection and Notice of Redemption. Notes in denominations larger than $25 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $25 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 15 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) the Indenture. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the CompanyIssuer’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Issuer’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may Issuer shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date. Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price or any conditions precedent are not satisfied.

Appears in 2 contracts

Samples: Article Twelve (Navios Maritime Holdings Inc.), Article Twelve (Navios Maritime Holdings Inc.)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, date and interest shall cease ceases to accrue on Notes or portions of them Notes called for redemption.

Appears in 2 contracts

Samples: Geo Group Inc, Geo Group Inc

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, interest shall cease and Additional Interest, if any, ceases to accrue on Notes or portions of them Notes called for redemption.

Appears in 2 contracts

Samples: Geo Group Inc, Geo Group Inc

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes of such series for redemption (a) or purchase as follows: if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed as certified to the Trustee by the Company, and in compliance with the requirements of DTC or, if the Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no Note in any unauthorized denomination remains outstanding after such redemption. No Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Indenture As long as the Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on Notes or portions of them Notes called for redemption.

Appears in 2 contracts

Samples: Indenture (Geo Group Inc), Indenture (Geo Group Inc)

Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption of any series of shall be delivered electronically or mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction defeasance of the Notes or a satisfaction and discharge of the Indenture. In connection with any redemption of Notes (including a redemption with funds in an equity offeringamount not exceeding the net cash proceeds of one or more Equity Offerings), an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, including the completion of the related transactionsuch Equity Offering. If In addition, if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered addressRedemption Date, or delivered electronically, at least 30 but not more than 60 days before by the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the IndentureRedemption Date so delayed. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption dateRedemption Date, interest shall cease interest, if any, ceases to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price.

Appears in 1 contract

Samples: Indenture (Navios Maritime Holdings Inc.)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in In the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series Securities are to be redeemed at any time, selection of such Securities for redemption will be made by the Trustee will select in compliance with the Notes requirements of the principal national securities exchange, if any, on which such series for redemption (a) Securities are listed or, if such Securities are not then listed on a national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method as the Trustee in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes its sole discretion shall deem fair and appropriate; provided, however, that no Securities in [principal amount]* [Accreted Value]** of $2,000 1,000 or less will shall be redeemed in whole and not in part; provided, further, that if a partial redemption is made with the proceeds of a Qualified Equity Offering, selection of the Securities or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. Notices Notice of redemption will shall be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may date to each Holder of Securities to be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indentureat its registered address. If any Note Security is to be redeemed in part only, the notice of redemption that relates to that Note will such Security shall state the portion of the [principal amount amount]* [Accreted Value]** thereof to be redeemed. The Company will issue a A new Note Security in a [principal amount amount]* [Accreted Value]** equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionSecurity. On and after the redemption date, interest shall will cease to accrue on Notes Securities or portions of them thereof called for redemption.redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. ----------------------- * Insert for Senior Note. ** Insert for Senior Discount Note. Exh. B-5 105

Appears in 1 contract

Samples: Leap Wireless International Inc

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If we are redeeming less than all of the Notes of a series are to be redeemed at any time, the Trustee Registrar will select Notes to be redeemed using any method that it deems fair and appropriate. However, if the Notes are solely registered in the name of Cede & Co. and traded through The Depository Trust Company, then The Depository Trust Company will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method to be redeemed in accordance with the procedures of the Depositary if the Notes are represented by global certificatesits practices. We will redeem Notes of $2,000 1,000 or less will be redeemed in whole and not in part. Notices We will cause notices of redemption will to be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may date to each holder of Notes to be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indentureat its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company We will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease ceases to accrue on Notes or portions of them called for redemption.. Mandatory redemption; offers to purchase; open market purchases We are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, we may be required to offer to purchase Notes as described under the captions “—Change of control” and “—Certain covenants—Limitation on sales of assets and subsidiary stock”. We may at any time and from time to time purchase Notes in the open market or otherwise. Ranking

Appears in 1 contract

Samples: Waiver and Letter Agreement (Xm Satellite Radio Holdings Inc)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offeringoffering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificatescertificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-first- class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.

Appears in 1 contract

Samples: Supplemental Indenture

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Second Lien Non-Convertible Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Non-Convertible Second Lien Trustee will shall select the New Second Lien Non-Convertible Notes of such series for redemption (a) or purchase as follows: if the New Second Lien Non-Convertible Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Second Lien Non-Convertible Notes are listed as certified to the Non-Convertible Second Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Second Lien Non-Convertible Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Non-Convertible Second Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Second Lien Non-Convertible Note in any unauthorized denomination remains outstanding after such redemption or repurchase. No New Second Lien Non-Convertible Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of New Second Lien Non-Convertible Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty (60) days prior to the a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Non-Convertible Notes or a satisfaction and discharge of the Second Lien Indenture. Any inadvertent defect As long as the New Second Lien Non-Convertible Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Second Lien Non-Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Non-Convertible Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Second Lien Non-Convertible Note in a principal amount equal to the unredeemed portion of the original New Second Lien Non-Convertible Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.New Second Lien Non-

Appears in 1 contract

Samples: Bed Bath & Beyond Canada L.P.

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes to be redeemed or purchased among the Holders in compliance with the requirements of such series for redemption (a) the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or such other similar method in accordance with any other method the procedures of Trustee shall deem fair and appropriate. At least 30 days but not more than 60 days before a redemption date, the Depositary if the Notes are represented Company shall mail or cause to be mailed, by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices first class mail, a notice of redemption will be mailed by first-class mail to each Holder of whose Notes are to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before . The notice shall identify the Notes to be redeemed and shall state:(i) the redemption date, except that redemption notices may be mailed more than 60 days prior to ; (ii) the redemption date price; (iii) if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be being redeemed in part onlypart, the notice of redemption that relates to that Note will state the portion of the principal amount thereof of such Note to be redeemed. The Company will issue redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In ; (iv) the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms name and address of the applicable redemption notice Paying Agent; (including any conditions contained therein), v) that Notes called for redemption shall must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption. On ; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date, interest shall cease ; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to accrue on which the Notes or portions of them called for redemption.redemption are being redeemed; and

Appears in 1 contract

Samples: Indenture (Rayovac Corp)

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Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption shall be delivered electronically or mailed by first class mail at least 3010 days (or the shortest time permitted by DTC in excess of any series of 10 days, if applicable) but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.

Appears in 1 contract

Samples: Intercreditor Agreement (Navios Maritime Holdings Inc.)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Second Lien Convertible Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Convertible Second Lien Trustee will shall select the New Second Lien Convertible Notes of such series for redemption (a) or purchase as follows: if the New Second Lien Convertible Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Second Lien Convertible Notes are listed as certified to the Convertible Second Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Second Lien Convertible Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Convertible Second Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Second Lien Convertible Note in any unauthorized denomination remains outstanding after such redemption. No New Second Lien Convertible Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least forty-five (45) but not more than sixty-five (65) days before the redemption date to each Holder of New Second Lien Convertible Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty-five (65) days prior to the a redemption date if the notice is issued in connection with a defeasance of the New Second Lien Convertible Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Second Lien Indenture As long as the New Second Lien Convertible Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Second Lien Convertible Note is to be redeemed in part only, the notice of redemption that relates to that New Second Lien Convertible Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Second Lien Convertible Note in a principal amount equal to the unredeemed portion of the original New Second Lien Convertible Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original New Second Lien Convertible Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), New Second Lien Convertible Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Second Lien Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on New Second Lien Convertible Notes or portions of them New Second Lien Convertible Notes called for redemption.

Appears in 1 contract

Samples: Bed Bath & Beyond Canada L.P.

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the New Third Lien Secured Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Third Lien Trustee will shall select the New Third Lien Secured Notes of such series for redemption (a) or purchase as follows: if the New Third Lien Secured Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the New Third Lien Secured Notes are listed as certified to the Third Lien Trustee by the Company, and in compliance with the requirements of DTC or, if the New Third Lien Secured Notes are not listed on any national securities exchange, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) based on amounts tendered), by lot or by such other similar method as the Third Lien Trustee deems fair and appropriate in accordance with the DTC procedures of the Depositary if the Notes are represented by global certificatessubject to adjustments so that no New Third Lien Secured Note in any unauthorized denomination remains outstanding after such redemption. No New Third Lien Secured Notes of $2,000 or less will can be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail or electronically or otherwise in accordance with DTC procedures at least forty-five (45) but not more than sixty-five (65) days before the redemption date to each Holder of New Third Lien Secured Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed sent more than 60 sixty-five (65) days prior to the a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect Third Lien Indenture As long as the New Third Lien Secured Notes are issued in the notice of redemptionglobal form, including an inadvertent failure notices to give noticebe given to Holders will be given to DTC, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions its applicable policies as in effect from time to time. Any notice may, at the Company’s discretion, be subject to the satisfaction of the Indentureone or more conditions precedent. If any New Third Lien Secured Note is to be redeemed in part only, the notice of redemption that relates to that New Third Lien Secured Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a A new New Third Lien Secured Note in a principal amount equal to the unredeemed portion of the original New Third Lien Secured Note will be issued (or cause to be transferred by book entry) in the name of the Holder thereof upon cancelation cancellation of the original New Third Lien Secured Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), New Third Lien Secured Notes called for redemption shall become due on the date fixed for redemption. On Subject to Section 3.05 of the Third Lien Indenture, on and after the redemption date, interest shall cease interest, if any, ceases to accrue on New Third Lien Secured Notes or portions of them New Third Lien Secured Notes called for redemption.

Appears in 1 contract

Samples: Bed Bath & Beyond Canada L.P.

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 €100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption.. If the Company effects an optional redemption of a series of Notes, it will, for so long as the Notes of such series are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes of such series that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx) or through other methods permitted by such rules. ARTICLE FOUR

Appears in 1 contract

Samples: Indenture (Kraft Heinz Co)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed or purchased in an offer to purchase at any time, the Trustee will shall select the Notes to be redeemed or purchased among the Holders in compliance with the requirements of such series for redemption (a) the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) basis, by lot or such other similar method in accordance with any other method the procedures of Trustee shall deem fair and appropriate. At least 30 days but not more than 60 days before a redemption date, the Depositary if the Notes are represented Company shall mail or cause to be mailed, by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices first class mail, a notice of redemption will be mailed by first-class mail to each Holder of whose Notes are to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before . The notice shall identify the Notes to be redeemed and shall state: (i) the redemption date, except that redemption notices may be mailed more than 60 days prior to ; (ii) the redemption date price; (iii) if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be being redeemed in part onlypart, the notice of redemption that relates to that Note will state the portion of the principal amount thereof of such Note to be redeemed. The Company will issue redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancelation cancellation of the original Note. In ; (iv) the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms name and address of the applicable redemption notice Paying Agent; (including any conditions contained therein), v) that Notes called for redemption shall must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption. On ; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date, interest shall cease ; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to accrue on which the Notes or portions of them called for redemptionredemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

Appears in 1 contract

Samples: Spectrum Brands, Inc.

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 €100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. If the Company effects an optional redemption of Notes, it will, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx) or through other methods permitted by such rules.

Appears in 1 contract

Samples: First Supplemental Indenture (Kraft Heinz Co)

Selection and Notice of Redemption. Notice of any redemption of any series of Notes in connection with a corporate transaction (including an equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee Paying Agent will select the Notes of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary Euroclear and Clearstream if the Notes are represented by global certificates. Notes of $2,000 £100,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 days prior to the redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Any inadvertent defect in the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenture. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Company will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancelation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemption. On and after the redemption date, interest shall cease to accrue on Notes or portions of them called for redemption. If the Company effects an optional redemption of Notes, it will, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, inform the Irish Stock Exchange of such optional redemption and confirm the aggregate principal amount of the Notes that will remain outstanding immediately after such redemption. For Notes that are represented by global certificates held on behalf of Euroclear or Clearstream, notices may be given by delivery of the relevant notices to Euroclear and Clearstream, as applicable, for communication to entitled account holders in substitution of any mailing. So long as any Notes are listed on the Irish Stock Exchange or any other securities exchange and admitted for trading on the Global Exchange Market of the Irish Stock Exchange, and to the extent required by the Irish Stock Exchange or such other securities exchange, the Company will provide a copy of all notices to the Irish Stock Exchange or such other securities exchange, as applicable, and will publish such notices in a newspaper having general circulation in Ireland or, to the extent and in the manner permitted by such rules, posted on the official website of the Irish Stock Exchange (xxx.xxx.xx) or through other methods permitted by such rules.

Appears in 1 contract

Samples: Second Supplemental Indenture (Kraft Heinz Co)

Selection and Notice of Redemption. Notes in denominations larger than $2,000 may be redeemed in part; provided that Notes shall be redeemed only in integral multiples of $1,000 unless all Notes held by a Holder are to be redeemed. Notice of any redemption shall be delivered electronically or mailed by first class mail at least 10 days (or the shortest time permitted by DTC in excess of any series of 10 days, if applicable) but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be delivered electronically or mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a corporate transaction (including an equity offering, an incurrence defeasance of indebtedness the Notes or a change satisfaction and discharge of control) maythe Indenture. In connection with any redemption of Notes, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, including, but not limited to, completion of the related transaction. If if such redemption or purchase notice is so subject to satisfaction of one or more conditions precedent, such notice shall describe each state that, in the Company’s discretion, the redemption date may be delayed until such condition time as any or all of such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption dateRedemption Date, or by the Redemption Date so delayed. In additionIf any such condition precedent has not been satisfied, the Company may shall provide in such written notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person. If less than all of the Notes of a series are to be redeemed at any time, the Trustee will select prior to the Notes close of such series for redemption (a) on a pro rata basis (or as nearly as practicable) if the Notes are represented by physical certificates or (b) by lot or such other similar method in accordance with the procedures of the Depositary if the Notes are represented by global certificates. Notes of $2,000 or less will be redeemed in whole and not in part. Notices of redemption will be mailed by first-class mail to each Holder of Notes to be redeemed at its registered address, or delivered electronically, at least 30 but not more than 60 days before the redemption date, except that redemption notices may be mailed more than 60 business two business days prior to the redemption date if Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice, the notice is issued in connection with a defeasance of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or a satisfaction and discharge of delayed as provided in such notice. Upon receipt, the Indenture. Any inadvertent defect Trustee shall provide such notice to each Holder in the same manner in which the notice of redemption, including an inadvertent failure to give notice, to any Holder selected for redemption will not impair or affect the validity of the redemption of any other Note redeemed in accordance with provisions of the Indenturewas given. If any Note is to be redeemed in part only, the notice of redemption that relates to that such Note will shall state the portion of the principal amount thereof to be redeemed. The Company will issue a A new Note in a principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder upon cancelation cancellation of the original Note. In the case of a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount equal to the unredeemed portion thereof. Subject to the terms of the applicable redemption notice (including any conditions contained therein), Notes called for redemption shall become due on the date fixed for redemptionredemption subject to the satisfaction of any conditions precedent. On and after the redemption dateRedemption Date, interest interest, if any, shall cease to accrue on Notes or portions of them thereof called for redemption, unless the Co-Issuers default in the payment of the Redemption Price or any conditions precedent are not satisfied.

Appears in 1 contract

Samples: Intercreditor Agreement (Navios Maritime Holdings Inc.)

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