Common use of Redemption at the Option of the Company Clause in Contracts

Redemption at the Option of the Company. The Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of Notes to be redeemed as shown in the Security Register. If the Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the Make-Whole Amount, if any; provided, however, that if the Notes are redeemed on or after the Par Call Date, the redemption price will equal 100% of the principal amount of the Notes (or portion of such Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on an Interest Payment Date which occurs on or prior to a redemption date to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificate.

Appears in 3 contracts

Samples: Supplemental Indenture (Welltower Inc.), Supplemental Indenture (Welltower Inc.), Supplemental Indenture (Welltower Inc.)

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Redemption at the Option of the Company. The Notes will be subject to redemption at the option of the CompanyCompany may, at any time time, redeem the principal amount of the Notes, in whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted by paying to each Holder of Notes to be redeemed as shown in the Security Register. If the Notes are redeemed, the redemption price will Holders thereof an amount equal to the sum of (i) 100% of the principal amount of the Notes to be redeemed (or portion the “Optional Redemption Price”) as of the date fixed for such redemption, together, with respect to the Notes being redeemed, with all interest accrued pursuant to the terms of the Notes and unpaid (including default interest to the extent applicable) as of the date of such Notes) being redeemed plus accrued payment and unpaid interest thereon to but excluding the redemption date all reasonable out-of-pocket costs and expenses (ii) the Make-Whole Amountincluding, without limitation, reasonable fees, charges and disbursements of counsel), if any, incurred by the Holders and associated with such payment; provided, however, that if in the Notes are redeemed on or after event that the Par Call Date, the redemption price will equal 100% Company redeems a portion and not all of the principal amount of the Notes (or portion of such outstanding Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall redeem (a) not less than $250,000 in principal amount of the outstanding Notes or prior to a redemption date to (b) in the Holders event that less than $250,000 in principal amount of the Notes as remains outstanding, not less than the remaining principal amount of the close of business on the Regular Record Date immediately preceding such Interest Payment Dateoutstanding Notes. The Company shall calculate give written notice of redemption of the Notes pursuant to this Section 11.1 at least five (5) days and not more than ten (10) days prior to the date fixed for such redemption. Such notice of redemption priceshall be delivered in the manner specified in Section 12.3 hereof. The election to Upon delivery of such notice of redemption, the Company, as the case may be, covenants and agrees that it will redeem the Notes, on the date specified in such notice, at the applicable Optional Redemption Price, together with interest accrued pursuant to the terms of the Notes may be evidenced by either a Board Resolution or an Officers’ Certificateand unpaid as of the date fixed for such redemption and the costs and expenses referred to in the preceding sentence.

Appears in 2 contracts

Samples: Note Purchase Agreement (Inhibitex, Inc.), Note Purchase Agreement (Fermavir Pharmaceuticals, Inc.)

Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in part from time to time prior to their maturity at the option of the Company, at any time in whole or from time to time in part, Company upon not less than 15 fifteen (15) nor more than 30 sixty (60) days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If , or, in the Notes are redeemedcase of any Global Note, in accordance with the redemption price will procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed redeemed, plus accrued and unpaid interest thereon to interest, if any, to, but excluding not including, the redemption date applicable Redemption Date and (ii) the Make-Whole Amount, if any; provided, however, any (it being understood that if the Notes are redeemed on or after May 15, 2026, the Par Call Make-Whole Amount equals zero). On or before 11:00 a.m. Eastern Time on any Redemption Date, the redemption price will equal 100% Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the principal Base Indenture) an amount of money sufficient to pay the Notes (or portion of such Notes) being redeemed plus Redemption Price of, and accrued and unpaid interest thereon on, all the Notes which are to but excluding be redeemed on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption date. Notwithstanding in the foregoingname of and at the expense of the Company as provided in Section 1104 of the Base Indenture, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall provide the Trustee with such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to a the date such notice of redemption date is to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificatesent.

Appears in 1 contract

Samples: Third Supplemental Indenture (Office Properties Income Trust)

Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in part from time to time prior to their maturity at the option of the Company, at any time in whole or from time to time in part, Company upon not less than 15 fifteen (15) nor more than 30 sixty (60) days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If , or, in the Notes are redeemedcase of any Global Note, in accordance with the redemption price will procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed redeemed, plus accrued and unpaid interest thereon to interest, if any, to, but excluding not including, the redemption date applicable Redemption Date and (ii) the Make-Whole Amount, if any; provided, however, any (it being understood that if the Notes are redeemed on or after January 1, 2027, the Par Call Make-Whole Amount equals zero). On or before 11:00 a.m. Eastern Time on any Redemption Date, the redemption price will equal 100% Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the principal Base Indenture) an amount of money sufficient to pay the Notes (or portion of such Notes) being redeemed plus Redemption Price of, and accrued and unpaid interest thereon on, all the Notes which are to but excluding be redeemed on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption date. Notwithstanding in the foregoingname of and at the expense of the Company as provided in Section 1104 of the Base Indenture, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall provide the Trustee with such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to a the date such notice of redemption date is to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificatesent.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Office Properties Income Trust)

Redemption at the Option of the Company. The Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than 15 30 nor more than 30 60 days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If the Notes are redeemed, the redemption price will equal to the sum of (i) the principal amount of the Notes (or portion of such Notes) being redeemed, plus accrued and unpaid interest thereon to but excluding the applicable Redemption Date, and (ii) the Make-Whole Amount, if any; provided, however, that if the 2023 Notes are redeemed 90 or fewer days prior to their maturity date, the redemption price will equal 100% of the principal amount of the 2023 Notes (or portion of such Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date Redemption Date; and (ii) the Make-Whole Amount, if any; providedprovided further, however, that if the 2043 Notes are redeemed on 180 or after the Par Call Datefewer days prior to their maturity date, the redemption price will equal 100% of the principal amount of the 2043 Notes (or portion of such Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on an Interest Payment Date which occurs on or prior to a redemption date to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Redemption Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificate.

Appears in 1 contract

Samples: Supplemental Indenture (Health Care Reit Inc /De/)

Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in part from time to time prior to their maturity at the option of the Company, at any time in whole or from time to time in part, Company upon not less than 15 fifteen (15) nor more than 30 sixty (60) days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If , or, in the Notes are redeemedcase of any Global Note, in accordance with the redemption price will procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed redeemed, plus accrued and unpaid interest thereon to interest, if any, to, but excluding not including, the redemption date applicable Redemption Date and (ii) the Make-Whole Amount, if any; provided, however, any (it being understood that if the Notes are redeemed on or after September 1, 2030, the Par Call Make-Whole Amount equals zero). On or before 11:00 a.m. Eastern Time on any Redemption Date, the redemption price will equal 100% Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the principal Base Indenture) an amount of money sufficient to pay the Notes (or portion of such Notes) being redeemed plus Redemption Price of, and accrued and unpaid interest thereon on, all the Notes which are to but excluding be redeemed on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption date. Notwithstanding in the foregoingname of and at the expense of the Company as provided in Section 1104 of the Base Indenture, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall provide the Trustee with such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to a the date such notice of redemption date is to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificatesent.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Diversified Healthcare Trust)

Redemption at the Option of the Company. (i) The 2023 Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2023 Notes to be redeemed as shown in the Security Register. If the 2023 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2023 Notes (or portion of such 2023 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the 2023 Notes Make-Whole Amount, if any; provided, however, that if the 2023 Notes are redeemed on or after the 2023 Par Call Date, the redemption price will equal 100% of the principal amount of the 2023 Notes (or portion of such 2023 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on an a 2023 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the 2023 Notes as of the close of business on the 2023 Notes Regular Record Date immediately preceding such 2023 Notes Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificate.

Appears in 1 contract

Samples: Welltower Inc.

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Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in part from time to time prior to their maturity at the option of the Company, at any time in whole or from time to time in part, Company upon not less than 15 fifteen (15) nor more than 30 sixty (60) days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If , or, in the Notes are redeemedcase of any Global Note, in accordance with the redemption price will procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed redeemed, plus accrued and unpaid interest thereon to interest, if any, to, but excluding not including, the redemption date applicable Redemption Date and (ii) the Make-Whole Amount, if any; provided, however, any (it being understood that if the Notes are redeemed on or after September 1, 2030, the Par Call Make-Whole Amount equals zero). On or before 11:00 a.m. Eastern Time on any Redemption Date, the redemption price will equal 100% Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the principal Base Indenture) an amount of money sufficient to pay the Notes (or portion of such Notes) being redeemed plus Redemption Price of, and accrued and unpaid interest thereon on, all the Notes which are to but excluding be redeemed on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption date. Notwithstanding in the foregoingname of and at the expense of the Company as provided in Section 1104 of the Base Indenture, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall provide the Trustee with such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to a the date such notice of redemption date is to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificate.sent..

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Diversified Healthcare Trust)

Redemption at the Option of the Company. The Notes will be subject to redemption in whole at any time or in part from time to time prior to their maturity at the option of the Company, at any time in whole or from time to time in part, Company upon not less than 15 fifteen (15) nor more than 30 sixty (60) days’ notice transmitted to each Holder of Notes to be redeemed as shown at its address appearing in the Security Register. If , or, in the Notes are redeemedcase of any Global Note, in accordance with the redemption price will procedures of the Depositary and its participants in effect from time to time, at a Redemption Price equal to the sum of (i) 100% of the principal amount of the Notes (or portion of such Notes) being redeemed redeemed, plus accrued and unpaid interest thereon to interest, if any, to, but excluding not including, the redemption date applicable Redemption Date and (ii) the Make-Whole Amount, if any; provided, however, any (it being understood that if the Notes are redeemed on or after July 15, 2031, the Par Call Make-Whole Amount equals zero). On or before 11:00 a.m. Eastern Time on any Redemption Date, the redemption price will equal 100% Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the principal Base Indenture) an amount of money sufficient to pay the Notes (or portion of such Notes) being redeemed plus Redemption Price of, and accrued and unpaid interest thereon on, all the Notes which are to but excluding be redeemed on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption date. Notwithstanding in the foregoingname of and at the expense of the Company as provided in Section 1104 of the Base Indenture, the Company will pay any interest installment due on an Interest Payment Date which occurs on shall provide the Trustee with such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to a the date such notice of redemption date is to the Holders of the Notes as of the close of business on the Regular Record Date immediately preceding such Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificatesent.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Office Properties Income Trust)

Redemption at the Option of the Company. (i) The 2024 Notes will be subject to redemption at the option of the Company, at any time in whole or from time to time in part, upon not less than 15 nor more than 30 days’ notice transmitted to each Holder of 2024 Notes to be redeemed as shown in the Security Register. If the 2024 Notes are redeemed, the redemption price will equal to the sum of (i) 100% of the principal amount of the 2024 Notes (or portion of such 2024 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date and (ii) the 2024 Notes Make-Whole Amount, if any; provided, however, that if the 2024 Notes are redeemed on or after the 2024 Par Call Date, the redemption price will equal 100% of the principal amount of the 2024 Notes (or portion of such 2024 Notes) being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date. Notwithstanding the foregoing, the Company will pay any interest installment due on an a 2024 Notes Interest Payment Date which occurs on or prior to a redemption date to the Holders of the 2024 Notes as of the close of business on the 2024 Notes Regular Record Date immediately preceding such 2024 Notes Interest Payment Date. The Company shall calculate the redemption price. The election to redeem the Notes may be evidenced by either a Board Resolution or an Officers’ Certificate.

Appears in 1 contract

Samples: Welltower Inc.

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