Conditions to Redemption. (a) Any redemption of the Notes may, in the Company’s sole discretion, be subject to one or more conditions precedent, which shall be described in the related notice of redemption to Holders of Notes, which conditions may include, without limitation, completion of one or more Qualified Equity Offerings or other securities offerings or other financings, transactions or events. If such redemption is subject to satisfaction of one or more conditions precedent, such notice to Holders of Notes may (at the option of the Company) include a statement to the effect that the Redemption Date may be delayed, on one or more occasions and in the Company’s sole discretion, either (at the Company’s option) to a date specified by the Company in such notice or in a subsequent notice to such Holders (subject, if the Company shall so elect, to satisfaction of any or all such conditions or the Company’s written waiver of any such conditions that are not satisfied) or until such time as any or all of such conditions have been satisfied or waived by the Company in writing, and that, if any such conditions shall not have been satisfied as and when required (as determined by the Company in its sole discretion and taking into account any election by the Company to delay such Redemption Date), then (unless the Company shall have waived in writing any such conditions that are not satisfied), the Company shall have no obligation to redeem the Notes called for redemption on such Redemption Date (as the same may have been delayed by the Company as aforesaid) and may cancel such proposed redemption and rescind any notice of such redemption. In order to delay any Redemption Date (or to further delay any delayed Redemption Date (as defined below)), the Company shall provide written notice to the Trustee at least two Business Days before such Redemption Date (or such delayed Redemption Date, as the case may be), to the effect that the Company has elected to delay such Redemption Date (or such delayed Redemption Date, as the case may be) and specifying the new Redemption Date (a “delayed Redemption Date”) (which may, at the Company’s option, be specified as the date on which any or all conditions to such redemption are satisfied (as determined by the Company in its sole discretion) or waived by the Company), and the Trustee shall provide such notice to each Holder of the Notes that were to be redeemed in the same manner in which the notice of redemption was given. The Company may delay any R...
Conditions to Redemption. Prior to the publication of any notice of redemption pursuant to the provisions set for under Section 2.7 (Optional Redemption for Rating Event) or Section 2.8 (Optional Redemption for Tax Event), the Issuer will deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent, including the relevant requirement or circumstance giving rise to the right to redeem, are satisfied. Any redemption of the Notes shall be conditional on all outstanding accrued and unpaid interest on the Notes being redeemed up to, but excluding, such Redemption Date being paid in full on or prior to the date thereof. The Trustee is under no obligation to ascertain whether any Rating Event or Tax Event or any event which could lead to the occurrence of, or could constitute, any such Rating Event or Tax Event, as the case may be, has occurred and, until it shall receive an Officer’s Certificate and Opinion of Counsel pursuant to the Indenture to the contrary, the Trustee may assume that no such event has occurred.
Conditions to Redemption. No Securities may be redeemed if the principal amount of the Securities has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a default by us in the payment of the applicable Redemption Price with respect to such Securities).
Conditions to Redemption. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date (except in the case of an acceleration resulting from a default by us in the payment of the applicable Redemption Price with respect to such Notes).
Conditions to Redemption. Any redemption of the Notes is subject to the conditions (amongst others as described herein) that (i) the Issuer has obtained the Prior Approval of the Relevant Supervisory Authority and
Conditions to Redemption. Any redemption of the Notes that is within five years following the date of this Supplemental Indenture is subject to the Company having obtained the consent or non-objection of the Relevant Regulator (if then required by the Relevant Rules). A certificate signed by two Officers of the Company confirming such compliance delivered to the Trustee will be conclusive and sufficient evidence thereof and will be binding on the Holders of Notes.
Conditions to Redemption. The Corporation may, in its sole and exclusive discretion, to the extent permitted by law, elect to redeem, in whole or from time to time in part, any shares of Series B Preferred held by any holder of Series B Preferred (such holder, a “Redeemed Holder”) by paying in cash an amount per share equal to the Redemption Price.
Conditions to Redemption. The Corporation's obligations under Section 1 hereof shall be subject to the satisfaction of each of the following conditions:
(a) The Letter Agreement between Statesman Group, Inc. and the Corporation in the form of Exhibit A shall have been executed;
(b) The Contingent Payment Agreement attached as Exhibit B shall have been executed by the parties thereto;
(c) Statesman shall have executed and delivered to the Corporation a Secretary's Certificate in the form of Exhibit C;
(d) The Corporation shall have received a resignation executed by William R. Ponsoldt, Sr. and eaxx xxxxx xxxxxxx xxx xxxector of the Corporation and its subsidiaries, in the form of Exhibits D-1 and D-2 hereto, respectively; and
(e) The Call Option Agreement attached as Exhibit E shall have been executed by the parties thereto.
Conditions to Redemption. The obligation of the Company to redeem any Public Warrant as provided in Section 6A.1 above is conditioned upon the Company consummating a Business Combination by March 12, 2010, or such later date as maybe provided in the Company’s Amended and Restated Articles of Incorporation, and receipt from the holder of the certificate representing the Public Warrant and a properly completed letter of transmittal within twenty (20) business days after consummation of the Business Combination.
Conditions to Redemption variation, substitution and purchase
(a) This Condition 6.7 is applicable to the Notes only if Relevant Regulator Consent is specified as applicable in the Final Terms.
(b) Except as otherwise indicated to the Issuer by the Relevant Regulator, the Issuer may not redeem, vary, substitute or purchase any Notes unless the Issuer has given prior notice to the Relevant Regulator and the Relevant Regulator has given its prior approval or consented in the form of a waiver or otherwise to such redemption, variation, substitution or purchase, in each case in accordance with, and to the extent required under, the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable).
(c) Neither the Issuer, (where the Issuer is PFA) the Guarantor nor any Subsidiary of the Issuer or (where the Issuer is PFA) any Subsidiary of the Guarantor may redeem or purchase any Notes unless on and immediately after the relevant Redemption Date or date on which the Notes are to be purchased:
(i) if Regulatory Capital Requirement (Principal) or Regulatory Capital Requirement (All Amounts) is specified as applicable in the Final Terms, the Issuer is in compliance with the Regulatory Capital Requirement; and
(ii) if Solvency Condition is specified as applicable in the Final Terms, the Issuer satisfies the Issuer Solvency Condition or (where the Issuer is PFA) the Guarantor satisfies the Guarantor Solvency Condition, as the case may be, or, in each case, as otherwise permitted by the Relevant Regulator.
(d) Notwithstanding any other provision of these Conditions and except as otherwise indicated to the Issuer by the Relevant Regulator, where the Final Terms specify Regulatory Capital Qualification as applicable, if and to the extent required by the Capital Regulations applicable in relation to Tier 1 Capital or Tier 2 Capital (as applicable), the Issuer may not redeem the Notes prior to the fifth anniversary of the Issue Date of the Notes, unless the Issuer replaces the Notes with a new issuance of instruments of (in the case of Deeply Subordinated Notes) similar or better quality or (in the case of Subordinated Notes) the same or higher quality, in each case, in accordance with the provisions of the Capital Regulations.
(e) Any redemption, variation, substitution or purchase of Notes by the Issuer shall be made subject to such further conditions (if any) as the Relevant Regulator may impose in accordance with the Group Capital Rules at the relevant time and,...
