Special Optional Redemption definition

Special Optional Redemption. Upon the occurrence of a Change of Control, in addition to the Issuer’s right to redeem some or all of the shares of Series I Preferred Stock upon the exercise by a holder of its change of control conversion right, the Issuer may, at its option, redeem the Series I Preferred Stock, in whole or in part within 120 days after the first date on which such change of control occurred, by paying $25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

Special Optional Redemption has the meaning set forth in Section 601 hereof;

Special Optional Redemption has the meaning assigned to such term in the 2017 Senior Notes Indenture.

Examples of Special Optional Redemption in a sentence

• Except as provided herein, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on Series A Preferred Stock for which a notice of redemption pursuant to the Special Optional Redemption Right has been given.

• If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed pursuant to the Special Optional Redemption Right, the shares of Series A Preferred Stock to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional shares) or by lot as determined by the Corporation.

• As Albania, Montenegro and North Macedonia are moving towards inclusion in the EU, developing compatibility with the WDF is directly in line with national priorities.The interest in EU accession by Albania, Montenegro, North Macedonia, and Kosovo has provided more focus in certain areas, such as building capacity to report as required by the EU WFD, as well as a potential to leverage funding.

• The holders of Series A Preferred Stock at the close of business on a Dividend Record Date will be entitled to receive the dividend payable with respect to the Series A Preferred Stock on the corresponding Dividend Payment Date notwithstanding the redemption of the Series A Preferred Stock pursuant to the Special Optional Redemption Right between such Dividend Record Date and the corresponding Dividend Payment Date or the Corporation’s default in the payment of the dividend due.

• If, prior to the Change of Control Conversion Date (as defined below), the Trust has provided or provides notice of redemption with respect to the Series A Preferred Shares (whether pursuant to the Redemption Right or the Special Optional Redemption Right), the holders of Series A Preferred Shares will not have the conversion right described below in Section 9.

More Definitions of Special Optional Redemption

Special Optional Redemption. Upon the occurrence of a Change of Control (as defined below), we will have the option to redeem our Series A Preferred Stock, in whole, at any time, or in part, from time to time, within 120 days after the first date on which such Change of Control has occurred for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends (whether or not declared) to, but not including, the redemption date. To the extent that we have exercised our special optional redemption right relating to the Series A Preferred Stock before the applicable conversion date, the holders of Series A Preferred Stock will not be permitted to exercise the conversion right described below in respect of their shares called for redemption. See “Description of the Series A Preferred Stock — Optional Redemption and Special Optional Redemption” and “Description of the Series A Preferred Stock — Restrictions on Ownership and Transfer” in the Preliminary Prospectus Supplement.

Special Optional Redemption has the meaning given to such term in Section 2.07. of the Sixteenth Supplemental Indenture hereto, dated as of October 26, 2012.

Special Optional Redemption. Upon the occurrence of a Delisting Event (as defined below), the Issuer may, at its option and subject to certain conditions, redeem the Series C Preferred Stock, in whole or in part, within 90 days after the Delisting Event, for a cash redemption price per share of Series C Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared), to, but not including, the redemption date, unless the redemption date is after a record date set for the payment of a dividend on the Series C Preferred Stock and on or before the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price. Upon the occurrence of a Change of Control (as defined below), the Issuer may, at its option and subject to certain conditions, redeem the Series C Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for a cash redemption price per share of Series C Preferred Stock equal to $25.00 plus any accumulated and unpaid dividends thereon (whether or not declared) to, but not including, the redemption date, unless the redemption date is after a record date set for the payment of a dividend on the Series C Preferred Stock and on or before the corresponding dividend payment date, in which case the amount of such accrued and unpaid dividend will not be included in the redemption price.

Special Optional Redemption has the meaning set forth in Section 8.01(a).

Special Optional Redemption. If the Acquisition (as defined in the prospectus supplement) is not closed on or before May 29, 2015, or the purchase agreement related to the Acquisition is terminated on or before such date, we will have the option to redeem all, but not less than all, of the notes at a redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest, to, but excluding, the date of redemption. Interest Payment Dates: March 13 and September 13, commencing September 13, 2015 CUSIP / ISIN: 87233Q AB4 / US87233QAB41 Joint Book-Running Managers: SunTrust Xxxxxxxx Xxxxxxxx, Inc. RBS Securities Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities LLC HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling SunTrust Xxxxxxxx Xxxxxxxx, Inc. toll-free at 0-000-000-0000 or RBS Securities Inc. toll-free at 000-000-0000. SCHEDULE 3 Permitted Free Writing Prospectuses The Issuer Free Writing Prospectus attached as Schedule 2 to the Agreement. Exhibit A States of Foreign Qualification TC PipeLines, LP Nebraska New York TC PipeLines GP, Inc. California Illinois Iowa Minnesota Montana Nebraska Nevada New York North Dakota Oregon South Dakota Texas TC GL Intermediate Limited Partnership None TC PipeLines Intermediate Limited Partnership Illinois Iowa Minnesota Montana Nebraska New York North Dakota South Dakota Texas TC Tuscarora Intermediate Limited Partnership California Nevada Oregon Bison Pipeline LLC Montana Nebraska North Dakota Texas Wyoming Gas Transmission Northwest LLC Arizona Idaho Oregon Texas Washington Great Lakes Gas Transmission Limited Partnership Michigan Minnesota Wisconsin North Baja Pipeline, LLC Arizona Calif...

Special Optional Redemption means the redemption of the Notes pursuant to and in accordance with Condition 7(h) (Special Optional Redemption).

Special Optional Redemption. In connection with a Change of Control (as defined below), we may, at our option, redeem the Series A Preferred Shares, in whole or in part, no later than 120 days after the first date on which such Change of Control occurs, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid distributions thereon to, but not including, the redemption date. If, prior to the Change of Control Conversion Date (as defined below), we have timely provided notice of exerciseof our redemption rights with respect to the Series A Preferred Shares (whether pursuant to our optional redemption right or our special optional redemption right), the holders of Series A Preferred Shares will not have the conversion rights described below. See “Description of the Series A Preferred Shares—Redemption” and “Description of the Series A Preferred Shares—Restrictions on Ownership and Transfer” in the Preliminary Prospectus Supplement.