Common use of Method and Effect of Redemption Clause in Contracts

Method and Effect of Redemption. (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in part. The Trustee will notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer or at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

Appears in 3 contracts

Samples: Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.)

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Method and Effect of Redemption. (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in part. The Trustee will notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed or sent electronically by the Issuer Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 10 days but not more than 60 days before the applicable Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCDate, except where DTC requires a longer period and except that notice of redemption notices may be mailed or given in accordance with the procedures of DTC sent electronically more than 60 days prior to a before the applicable Redemption Date if the such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Notes Base Indenture or a satisfaction and discharge of this Indenture such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with Article 8. Any notice the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption may in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactioncalled for redemption.

Appears in 3 contracts

Samples: Third Supplemental Indenture (E Trade Financial Corp), Second Supplemental Indenture (E Trade Financial Corp), First Supplemental Indenture (E Trade Financial Corp)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem NotesNotes of any series pursuant to the optional redemption provisions (if any) thereof, it must notify the Trustee of the Redemption Date redemption date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering an Officer’s Certificate written notice at least 60 35 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If fewer than all of the Notes of any series are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the particular Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis shall be selected not more than 30 days prior to the extent practicable or (z) redemption date by lot or the Trustee, from the outstanding Notes of such other series not previously called for redemption, by such method as may be specified by the terms of such Notes or, if no such method is so specified, by such method as the Trustee deems shall deem fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in partappropriate. The Trustee will shall notify the Issuer Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notice Except as otherwise provided as to any particular series of redemption must be sent by the Issuer or at the Issuer’s requestNotes, by Notes and portions thereof that the Trustee selects shall be in amounts equal to the name and at the expense minimum authorized denomination for Notes of the Issuerseries to be redeemed or any integral multiple thereof, to Holders whose except that if all of the Notes of the series are to be redeemed at least 30 days but not more than 60 days before redeemed, the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance entire outstanding amount of the Notes or a satisfaction and discharge of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture in accordance with Article 8. Any notice that apply to Notes called for redemption also apply to portions of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionNotes called for redemption.

Appears in 2 contracts

Samples: Indenture (Giant Industries Inc), Giant Industries Inc

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem NotesNotes of any series pursuant to the optional redemption provisions (if any) thereof, it must notify the Trustee of the Redemption Date redemption date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering an Officer’s Certificate written notice at least 60 45 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If fewer than all of the Notes of any series are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the particular Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis shall be selected not more than 60 days prior to the extent practicable or (z) redemption date by lot or the Trustee, from the outstanding Notes of such other series not previously called for redemption, by such method as may be specified by the terms of such Notes or, if no such method is so specified, by such method as the Trustee deems shall deem fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in partappropriate. The Trustee will shall notify the Issuer Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notice Except as otherwise provided as to any particular series of redemption must be sent by the Issuer or at the Issuer’s requestNotes, by Notes and portions thereof that the Trustee selects shall be in amounts equal to the name and at the expense minimum authorized denomination for Notes of the Issuerseries to be redeemed or any integral multiple thereof, to Holders whose except that if all of the Notes of the series are to be redeemed at least 30 days but not more than 60 days before redeemed, the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance entire outstanding amount of the Notes or a satisfaction and discharge of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture in accordance with Article 8. Any notice that apply to Notes called for redemption also apply to portions of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionNotes called for redemption.

Appears in 2 contracts

Samples: Barnes Group Inc, Barnes Group Inc

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (and provided that no Notes in accordance with any applicable procedures of DTC). No Notes denominations of $2,000 or less can may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by first class mail (or delivered electronically in the Issuer case of Global Notes held by DTC) by the Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCDate, except that a notice of redemption notices may be mailed or given in accordance with the procedures of DTC sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with the provisions of Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

Appears in 2 contracts

Samples: Supplemental Indenture, Supplemental Indenture (Seagate Technology PLC)

Method and Effect of Redemption. (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 15 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed shall be selected in accordance with applicable DTC procedures (x) if the Notes are listed on any national securities exchange, in subject to compliance with the requirements rules of the principal national any securities exchange on which the Notes are may be listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes shall be redeemed in denominations of $2,000 principal amount or less can be redeemed any multiple of $1,000 in partexcess thereof. The Trustee will notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent delivered electronically or mailed by first-class mail, postage prepaid, by the Issuer or or, at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, Issuer to Holders whose Notes are to be redeemed at least 30 10 days but not more than 60 days before the Redemption Date by first-class mail to the redemption date at such Holder’s registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8the Indenture. Any notice Notices of any redemption may be given prior to the redemption completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering Offering, another offering or other corporate transactionanother transaction or event.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (and provided that no Notes in accordance with any applicable procedures of DTC). No Notes denominations of $2,000 or less can may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by first class mail (or delivered electronically in the Issuer case of Global Notes held by DTC) by the Company or at the Issuer’s Company’ s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCDate, except that a notice of redemption notices may be mailed or given in accordance with the procedures of DTC sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with the provisions of Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

Appears in 2 contracts

Samples: Supplemental Indenture, Supplemental Indenture

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 40 days before the Redemption Date redemption date, and in no event less than 10 days prior to the sending of the notice of redemption (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, (i) in the Officer’s case of Certificated Notes, the Officers’ Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method customarily authorized by the Trustee deems fair and appropriate clearing systems (and in accordance with any applicable procedures of including DTC). No Notes of $2,000 or less can be redeemed in part. The Trustee , and will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption; provided however, that the principal amount of the Notes so selected by the Trustee for such partial redemption shall not exceed the amount which the Company has chosen to redeem, and (ii) in the case of Notes in the form of Global Notes, the Notes to be redeemed will be selected in accordance with the procedures of the applicable clearing system, provided that in each case the Notes will be redeemed in minimum denominations of $2,000 principal amount and higher integral multiples of $1,000. Notice of redemption must be sent by the Issuer Company or at the IssuerCompany’s requestrequest made at least 10 days prior to the date on which the notice of redemption must be sent to Holders (unless a shorter period is satisfactory to the Trustee), by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactiondate.

Appears in 1 contract

Samples: Supplemental Indenture (Flextronics International Ltd.)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 60 45 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method the Trustee in its sole discretion deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes DTC procedures, in denominations of $2,000 or less can principal amount and higher integral multiples of $1,000. The notice to the Trustee under this clause (a) may be redeemed in partrevoked prior to the mailing of notice of such redemption to the Holders. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice Notices of redemption must shall be sent mailed by the Issuer first class mail or at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed delivered electronically at least 30 days but not more than 60 days before the Redemption Date by first-class mail redemption date to each Holder of the Notes to be redeemed at its registered address of such Holders or otherwise given in accordance with the procedures of DTCaddress, except that redemption notices may be mailed or given in accordance with the procedures of DTC delivered electronically more than 60 days prior to a Redemption Date the redemption date if the notice is issued in connection with a the defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8Indenture. Any redemption and any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice thereof may, at the IssuerCompany’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

Appears in 1 contract

Samples: Supplemental Indenture (Harbinger Group Inc.)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem NotesNotes of a series, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 25 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee), such Officers’ Certificate to state that all conditions precedent provided for in the Indenture to such redemption have been complied with. If fewer than all of the Notes of a series are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes of such series to be redeemed (x) if the Notes are listed on any national securities exchangeredeemed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis no later than 15 days prior to the extent practicable or (z) redemption date, by lot or such by any other method the Trustee in its sole discretion deems fair appropriate, in denominations of $2,000 principal amount and appropriate (integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes of a series are represented by one or more Global Notes, beneficial interests in the Notes of such series will be selected for redemption by DTC in accordance with any applicable its standard procedures of DTC). No Notes of $2,000 or less can be redeemed in parttherefor. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer or at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, Company to Holders whose Notes are to be redeemed at least 30 15 days but not more than 60 days before the Redemption Date by first-class mail to redemption date. At the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued Company’s request in connection with a defeasance of an optional redemption, the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any Trustee shall give the notice of any redemption may be given in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption thereofdate (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and any setting forth the information to be stated in such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionas provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

Method and Effect of Redemption. (a) If the Issuer elects Issuers elect to redeem Notes, it they must notify the Trustee of the Redemption Date and redemption date, the principal amount of Notes to be redeemed and the redemption price by delivering an Officer’s Officers’ Certificate and an Opinion of Counsel, to the effect that such redemption shall comply with the conditions set forth in this Article 3, at least 40 but no more than 60 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). If fewer less than all of the Notes are being redeemedto be redeemed at any time, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will shall select the Notes to be redeemed (x) if in compliance with the Notes are listed on any principal national securities exchange, in compliance with the requirements of the principal national securities exchange if any, on which the Notes are listed, (y) or if such Notes are not so listed, on a pro rata basis, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate; provided that no Notes of a principal amount of $1,000 or less shall be redeemed in part; and provided, further, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes 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 the extent practicable or (z) by lot or DTC procedures), unless such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in partis otherwise prohibited. The Trustee will shall notify the Issuer Issuers promptly of the Notes or portions of Notes to be called for redemption. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. Notice of redemption must be sent by the Issuer Issuers or at the Issuer’s Issuers’ request, by the Trustee in the name and at the expense of the Issuer, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCredemption date, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date redemption date if the notice is issued in connection with a defeasance Section 8.01 or Section 8.02 of this Indenture. The notice of redemption will identify the Notes to be redeemed and will include, state or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to governed by the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.following:

Appears in 1 contract

Samples: Supplemental Indenture (Rural Metro Corp /De/)

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Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 not less than 15 days nor more than 90 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee)redemption date. If fewer than all of the Notes are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the TrusteeTrustee and, in the event of a redemption pursuant to Section 3.03, the amount of Notes which are Puttable Notes, and the Trustee will select the Notes to be redeemed for redemption (x1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which the Notes are listed, or, (y2) if the Notes are not listed on a pro rata basis to the extent practicable or (z) national securities exchange, by lot or by such other method as the Trustee deems in its sole discretion shall deem to be fair and appropriate (appropriate, in each case in denominations of $1,000 principal amount and multiples thereof; provided that in the event of a redemption pursuant to Section 3.03, the Trustee shall apply the redemption price, first, to the redemption of the Puttable Notes, together with the accrued and unpaid interest thereon, pro rata among the Holders thereof, until no Puttable Notes remain outstanding and, second to the redemption of all other outstanding Notes in accordance with any applicable procedures clause (1) or (2), as applicable, of DTC). No Notes of $2,000 or less can be redeemed in partthis sentence. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 10 days but not more than 60 90 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCredemption date, except that redemption notices may be mailed or given in accordance with the procedures of where DTC more than 60 days prior to requires a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionlonger period.

Appears in 1 contract

Samples: Supplemental Indenture (E Trade Financial Corp)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem NotesNotes of a series, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 25 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee), such Officers’ Certificate to state that all conditions precedent provided for in the Indenture to such redemption have been complied with. If fewer than all of the Notes of a series are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes of such series to be redeemed (x) if the Notes are listed on any national securities exchangeredeemed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis no later than 10 days prior to the extent practicable or (z) redemption date, by lot or such by any other method the Trustee in its sole discretion deems fair appropriate, in denominations of $2,000 principal amount and appropriate (integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes of a series are represented by one or more Global Notes, beneficial interests in the Notes of such series will be selected for redemption by DTC in accordance with any applicable its standard procedures of DTC). No Notes of $2,000 or less can be redeemed in parttherefor. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer or at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, Company to Holders whose Notes are to be redeemed at least 30 10 days but not more than 60 days before the Redemption Date by first-class mail to redemption date. At the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued Company’s request in connection with a defeasance of an optional redemption, the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any Trustee shall give the notice of any redemption may be given in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption thereofdate (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and any setting forth the information to be stated in such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionas provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem New 2017 Notes or New 2019 Notes, it must notify the Trustee of the Redemption Date and the principal amount of such Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 not less than 15 days nor more than 90 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee)Date. If fewer than all of the New 2017 Notes or New 2019 Notes, as applicable, are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select Notes of the Notes to applicable series shall be redeemed selected for redemption (x1) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange exchange, if any, on which the such Notes are listed, or, (y2) if such Notes are not listed on a pro rata basis to the extent practicable or (z) national securities exchange, by lot or such other method the Trustee deems fair and appropriate (and otherwise in accordance with any the applicable procedures of DTC). No the Depositary, in each case in denominations of $1,000 principal amount; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less can shall be redeemed issued in connection with any redemption in part. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 10 days but not more than 60 90 days before the applicable Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCDate, except that redemption notices may be mailed or given in accordance with the procedures of where DTC more than 60 days prior to requires a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionlonger period.

Appears in 1 contract

Samples: E TRADE FINANCIAL Corp

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (and provided that no Notes in accordance with any applicable procedures of DTC). No Notes denominations of $2,000 or less can may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by First Class mail (or delivered electronically in the Issuer case of Global Notes held by DTC) by the Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTCDate, except that a notice of redemption notices may be mailed or given in accordance with the procedures of DTC sent more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with the provisions of Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction.

Appears in 1 contract

Samples: Supplemental Indenture (Seagate Technology PLC)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis basis, subject to adjustments so that no Notes are redeemed in an unauthorized denomination (or, in the extent practicable or (z) by lot or such other method case of Global Notes, the Trustee deems fair and appropriate (and Notes to be redeemed will be selected in accordance with any the Depositary’s applicable procedures of DTCprocedures), unless otherwise required by law or applicable stock exchange requirements. No Notes redeemed in part must be redeemed in denominations of $2,000 or less can be redeemed in partprincipal amount and higher integral multiples of $1 (subject to the procedures of the Depositary). The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice Notices of redemption must be sent by the Issuer Company or at the IssuerCompany’s request, by the Trustee in the name and at the expense of the IssuerCompany, to Holders whose Notes are to be redeemed at least 30 days but not more than 60 days before the Redemption Date by first-class mail redemption date in the case of Global Notes, to the registered address of such Holders or otherwise given Depositary in accordance with the procedures of the Depositary and in the case of certificated Notes, by first class mail, or delivered electronically if held at DTC, to each Holder of Notes to be redeemed at its registered address, except that notices of redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any notice of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionIndenture.

Appears in 1 contract

Samples: Supplemental Indenture (Rex Energy Corp)

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem NotesNotes of any series pursuant to the optional redemption provisions (if any) thereof, it must notify the Trustee of the Redemption Date redemption date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering an Officer’s Officers' Certificate at least 60 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee). Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. If fewer than all of the Notes of any series are being redeemed, the Officer’s Officers' Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes of such series to be redeemed (x) if the Notes are listed on any national securities exchangepro rata, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such by any other method the Trustee in its sole discretion deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in partappropriate. The Trustee will shall notify the Issuer Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Notice Except as otherwise provided as to any particular series of redemption must be sent by the Issuer or at the Issuer’s requestNotes, by Notes and portions thereof that the Trustee selects shall be in amounts equal to the name and at the expense minimum authorized denomination for Notes of the Issuerseries to be redeemed or any integral multiple thereof, to Holders whose except that if all of the Notes of the series are to be redeemed at least 30 days but not more than 60 days before redeemed, the Redemption Date by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance entire outstanding amount of the Notes or a satisfaction and discharge of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture in accordance with Article 8. Any notice that apply to Notes called for redemption also apply to portions of any redemption may be given prior to the redemption thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionNotes called for redemption.

Appears in 1 contract

Samples: Roadway Corp

Method and Effect of Redemption. (a) If the Issuer Company elects to redeem Notes, it must notify the Trustee of the Redemption Date redemption date and the principal amount of Notes to be redeemed by delivering an Officer’s Officers’ Certificate at least 60 25 days before the Redemption Date redemption date (unless a shorter period is satisfactory to the Trustee), such Officers’ Certificate to state that all conditions precedent provided for in the Indenture to such redemption have been complied with. If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) redeemed, no later than 15 days prior to the redemption date, by lot or by any other method the Trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes are listed on any national securities exchangerepresented by one or more Global Notes, beneficial interests in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) will be selected for redemption by lot or such other method the Trustee deems fair and appropriate (and DTC in accordance with any applicable its standard procedures of DTC). No Notes of $2,000 or less can be redeemed in parttherefor. The Trustee will notify the Issuer Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Issuer or at the Issuer’s request, by the Trustee in the name and at the expense of the Issuer, Company to Holders whose Notes are to be redeemed at least 30 15 days but not more than 60 days before the Redemption Date by first-class mail to redemption date. At the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except that redemption notices may be mailed or given in accordance with the procedures of DTC more than 60 days prior to a Redemption Date if the notice is issued Company’s request in connection with a defeasance of an optional redemption, the Notes or a satisfaction and discharge of this Indenture in accordance with Article 8. Any Trustee shall give the notice of any redemption may be given in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption thereofdate (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and any setting forth the information to be stated in such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transactionas provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

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