Substantial Repurchase Event definition

Substantial Repurchase Event means that, prior to the giving of the relevant notice of redemption, at least seventy five per cent. (75%) of the aggregate principal amount of the Notes issued on the Issue Date and on the issue date of any further notes issued pursuant to Condition 13 (Further Issues) has been purchased by or on behalf of the Issuer or a Subsidiary of the Issuer and has been cancelled.

Substantial Repurchase Event means a Par Substantial Repurchase Event and/or a Premium Substantial Repurchase Event.

Substantial Repurchase Event means that prior to the giving of the relevant notice of redemption, at least 75 per cent. of the initial aggregate principal amount of the Bonds issued on the Issue Date has been purchased by or on behalf of the Issuer or a Subsidiary of the Issuer.If at any time while any Bond remains outstanding, there occurs (i) a Change of Control (as defined below) and (ii) within the Change of Control Period, a Rating Downgrade (as defined below) occurs or has occurred as a result of such Change of Control or as the result of a Potential Change of Control (in either case a "Change of Control Call Event"), the Issuer may, at its option (the "Change of Control Call Option"), but in no circumstances before the expiry of the Senior Bonds Put Period (as defined below), redeem or procure the purchase of all, but not some only, of the Bonds at 100 per cent. of their principal amount together with any accrued interest and any Arrears of Interest (including any Additional Interest Amounts thereon). A "Change of Control" shall be deemed to have occurred at each time that any person or persons acting in concert come(s) to legally or beneficially own or acquire(s) directly or indirectly such number of shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights exercisable at a general meeting of the Issuer.

Examples of Substantial Repurchase Event in a sentence

• Any such substitution or variation in accordance with the foregoing provisions shall not be permitted if any such substitution or variation would give rise to a Special Event (other than a Substantial Repurchase Event) with respect to the Securities or the Qualifying Securities.

• The Trustee shall be entitled, without further enquiry or liability to any person, to accept such certification as sufficient evidence that an Accounting Event or a Substantial Repurchase Event, as the case may be, has occurred, in which event it shall be conclusive and binding on the Noteholders.

• In the case of a Substantial Repurchase Event, prior to giving any notice of redemption, the Issuer will deliver or procure that there is delivered to the Trustee a certificate signed by an authorised officer of the Issuer stating that a Substantial Repurchase Event has occurred.

• The Trustee shall be entitled, without liability to any person, to accept such certification as sufficient evidence that a Substantial Repurchase Event has occurred, in which event it shall be conclusive and binding on the Noteholders.

• In addition, in the case of a Special Event (other than a Substantial Repurchase Event), the Issuer shall deliver to the Agent and the Issuing Agent an opinion of independent legal, accounting or other tax advisers to the effect that the relevant requirement or circumstance giving rise to the right to redeem is satisfied (save, in the case of a Withholding Tax Event, as to whether reasonable measures to avoid paying additional amounts are available to the Issuer).

More Definitions of Substantial Repurchase Event

Substantial Repurchase Event means that prior to the giving of the relevant notice of redemption, at least 75 per cent. of the initial aggregate principal amount of the Bonds issued on the Issue Date has been purchased by or on behalf of the Issuer or a Subsidiary of the Issuer and has been cancelled.

Substantial Repurchase Event means that the Issuer, at any time, has repurchased and cancelled Bonds with an aggregate Nominal Amount of at least 90 per cent. of the aggregate Nominal Amount of the Bonds issued under these Bond Terms.

Substantial Repurchase Event shall be deemed to occur if pr ior to the giving of the relevant notice of redemption the Issuer, the Guarantor or any of their respective Subsidiaries repurchases (and effects corresponding cancellations) or redeems Securities in respect of 75 per cent. or more in the principal amount of the Securities initially issued (which shall for this purpose include any further securities issued pursuant to Condition 19); “ Substituted Obligor ” has the meaning given in Condition 15; “ Talons ” has the meaning given in the preamble to these Condition s; “ Target System ” means the Trans - European Automated Real - Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto; “ Taxes ” has the meaning given in Condition 13; a “ Tax Deductibility Event ” shall be deemed to have occurred if as a result of a Tax Law Change: (a) in respect of the Issuer’s obligation to make any Interest Payment on the next following Interest Payment Date, the Issuer or (provided there has been no default by the Issuer in respect of such Interest Payment and the Guarantor is treated for tax purposes as payer of that Interest Payment) the Guarantor would not be entitled to claim a deduction in respect of the expense recognised by the Issuer for accounting purposes as attribu table to such Interest Payment in computing its taxation liabilities in the United Kingdom, or such entitlement is materially reduced or materially delayed (a “ disallowance ”); or KLOCAL - 0000039 ICM:33027863.4 64

Substantial Repurchase Event means that we and/or any of our subsidiaries have, severally or jointly,

Substantial Repurchase Event shall be deemed to occur if the Issuer and/or any of its Subsidiaries repurchases and cancels or has at any time repurchased and cancelled, a principal amount of Notes equal to or greater than 75 per cent. of the aggregate principal amount of the Notes initially issued (which shall include, for these purposes, any Further Notes);

Substantial Repurchase Event means that seventy-five (75) per cent. or more of the aggregate principal amount of the Loan Notes has been previously redeemed or purchased and cancelled.

Substantial Repurchase Event means that we and/or any of our subsidiaries have, severally or jointly, purchased more than 80 percent of the initial aggregate principal amount of the Notes.