Common use of Conditions to Redemption Clause in Contracts

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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. (a) Any redemption of the Notes may, in at the Company’s Issuers’ 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 Offerings, 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 CompanyIssuers) include a statement to the effect that the Redemption Date may be delayed, on one or more occasions and in the Company’s Issuers’ sole discretion, either (at the Company’s Issuers’ option) to a date specified by the Company Issuers in such notice or in a subsequent notice to such Holders (subject, if the Company Issuers shall so elect, to satisfaction of any or all such conditions or the Company’s Issuers’ 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 Issuers in writing, and that, if any such conditions shall not have been satisfied as and when required (as determined by the Company Issuers in its their sole discretion and taking into account any election by the Company Issuers to delay such Redemption Date), then (unless the Company Issuers shall have waived in writing any such conditions that are not satisfied), the Company Issuers 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 Issuers 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 Issuers 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 Issuers have 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 Issuers’ option, be specified as the date on which any or all conditions to such redemption are satisfied (as determined by the Company Issuers in its their sole discretion) or waived by the CompanyIssuers), 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 Issuers may delay any Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes shall not have been satisfied as and when required (as determined by the Company Issuers in its their sole discretion and taking into account any election by the Company Issuers to delay such Redemption Date) or waived by the Company Issuers in writing and the Company has Issuers have not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company Issuers shall provide written notice to the effect that the Company has Issuers have elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company Issuers shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. (a) Any redemption of the Notes may, in at 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 Offerings, 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

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 Redemption Date on one or more occasions. For the avoidance of doubt, the Trustee shall have no responsibility for determining whether or not a condition set forth in such notice of redemption is satisfied, and shall be entitled to conclusively rely upon the Company’s determination regarding the satisfaction or waiver thereof. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

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 (which may be delivered electronically) to the Trustee at least two one Business Days Day 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice (which may be delivered electronically) to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two one Business Days Day prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall shall, without penalty, be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. (a) Any redemption of the Notes may, in at the Company’s Issuers’ 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 Offerings, 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 CompanyIssuers) include a statement to the effect that the Redemption Date may be delayed, on one or more occasions and in the Company’s Issuers’ sole discretion, either (at the Company’s Issuers’ option) to a date specified by the Company Issuers in such notice or in a subsequent notice to such Holders (subject, if the Company Issuers shall so elect, to satisfaction of any or all such conditions or the Company’s Issuers’ 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 Issuers in writing, and that, if any such conditions shall not have been satisfied as and when required (as determined by the Company Issuers in its their sole discretion and taking into account any election by the Company Issuers to delay such Redemption Date), then (unless the Company Issuers shall have waived in writing any such conditions that are not satisfied), the Company Issuers 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 Issuers 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 Issuers 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 Issuers have 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 Issuers’ option, be specified as the date on which any or all conditions to such redemption are satisfied (as determined by the Company Issuers in its their sole discretion) or waived by the CompanyIssuers), 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 Issuers may delay any Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

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 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. (a) Any If specified pursuant to Section 301, any redemption of the Notes Securities of any series 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 Notessuch Securities, 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 (such Securities 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 (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 such Securities 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 Delayed Redemption Date (as defined below)), the Company shall provide written notice to the Trustee Trustee, at least two five Business Days before such Redemption Date (or such delayed Delayed Redemption Date, as the case may be), to the effect that the Company has elected to delay such Redemption Date (or such delayed Delayed Redemption Date, as the case may be) and specifying the new Redemption Date (a “delayed 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 Securities that were to be redeemed in the same manner in which the notice of redemption was given. The Company may delay any Redemption Date on one or more occasions. (b) . If all conditions precedent (if any) to any redemption of the Notes such Securities 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two five Business Days prior to such Redemption Date (or such delayed Delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes such Securities called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes such Securities that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. (a) Any redemption No Securities may be redeemed if the principal amount of the Notes maySecurities has been accelerated, in the Company’s sole discretionand such acceleration has not been rescinded, be subject on or prior 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 (except in the Company’s sole discretion, either (at the Company’s option) to case of an acceleration resulting from a date specified default by the Company in such notice or in a subsequent notice the payment of the applicable Redemption Price with respect 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 DateSecurities), 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 Redemption Date on one or more occasions. (b) If The Company may not redeem any Securities unless, as evidenced by an Officer’s Certificate, the conditions listed below (the “Equity Conditions”) are satisfied on each day during the period (x) commencing on the date a Redemption Notice is mailed or delivered to the Holders and (y) ending on the Redemption Date (such interval, the “Equity Conditions Measuring Period”).The Equity Conditions are as follows: (i) either (1) all conditions precedent shares of Common Stock issuable upon conversion of Securities and held by a non-Affiliate of the Company shall be eligible for sale without the need for registration under any applicable federal securities laws and will be issued without any Private Placement Legend or other similar restrictive legend or (if any2) a Shelf Registration Statement registering the resale of the shares of Common Stock issuable upon conversion of the Securities for which the beneficial owners of the Securities have timely delivered a completed Notice and Questionnaire (and other information that may be required to be delivered to the Company) to any redemption the Company in accordance with Section 6.15 has been filed by the Company and been declared effective by the SEC or is automatically effective and is available for use, and the Company expects such Shelf Registration Statement to remain effective and available for use from the first day of the Notes Equity Conditions Measuring Period until thirty (30) days following the date on which the condition set forth in clause (1) of this clause (i) has been satisfied; and (ii) during the Equity Conditions Measuring Period, the shares of Common Stock are listed or traded on the NYSE, The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market, or any of their respective successors (each, an “Eligible Market”) and shall not have been satisfied as suspended from trading on such exchange or market (other than suspensions of not more than two Trading Days and when required (as determined occurring prior to the applicable date of determination due to business announcements by the Company in its sole discretion and taking into account any election Company) nor shall delisting or suspension by the Company to delay such Redemption Dateexchange or market have been threatened or pending either (A) or waived by the Company in writing and by such exchange or market or (B) by falling below the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt then effective minimum listing maintenance requirements of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was givenexchange or market.

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 three 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two three Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall shall, without penalty, be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was given.

Conditions to Redemption. Subject to Section 3.2, the following are conditions to the consummation of the Redemption. Except as set forth herein, the conditions are for the sole benefit of DG and shall not give rise to or create any duty on the part of DG or the Board of Directors of DG to waive or not waive any such condition: (a) Any redemption The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (b) All permits, registrations and consents required under the securities or blue sky Laws of the Notes maystates or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Redemption shall have been obtained and be in full force and effect; (c) All material Government Approvals and other consents necessary to consummate the Redemption shall have been obtained and be in full force and effect; (d) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Redemption shall be in effect and no other event outside the control of DG shall have occurred or failed to occur that prevents the consummation of the Redemption; (e) The Board of Directors of DG and SpinCo shall have obtained an opinion from a financial advisor of nationally recognized standing, in a form reasonably satisfactory to the Company’s sole discretionParties and Buyer, 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 substantially to the effect that each of SpinCo and DG will be solvent and adequately capitalized immediately after the Redemption Date and DG has sufficient surplus under the Laws of Delaware to partially redeem the DG Common Stock in exchange for the SpinCo Common Stock in accordance herewith; (f) The Board of Directors of DG shall have authorized and approved the Redemption and not withdrawn such authorization and approval; (g) All Ancillary Agreements shall have been entered into by the Parties; (h) All conditions to the Merger set forth in Article VII of the Merger Agreement shall have been satisfied, other than (i) the condition set forth in Section 7.1(d) of the Merger Agreement with respect to the completion of the Spin-Off Transaction and (ii) those conditions that by the nature of their terms are to be satisfied at the Closing; and (i) No other events or developments shall have occurred that, in the sole discretion of the Board of Directors of DG, would result in the Redemption having a material adverse effect on DG or on the stockholders of DG or not being in the best interest of DG and its stockholders. The condition set forth in Section 3.3(e) may not be delayedwaived without the prior written consent of Buyer. Notwithstanding anything in this Agreement to the contrary, it shall be a condition to the partial redemption of each share of DG Common Stock that the holder of such share immediately prior to the Effective Time shall have delivered to the Agent (whether prior to, on one or more occasions and in after 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) to any redemption of the Notes 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) an original Certificate (or waived affidavit of loss in lieu thereof) or Book-Entry Share for cancellation by the Company Agent, together with a letter of transmittal duly completed and validly executed in writing accordance with the instructions thereto, and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, such other documents as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior be required pursuant to such Redemption Date (or such delayed Redemption Dateinstructions, as the case may be). Upon the Trustee’s receipt of such noticein each case, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder in accordance with Section 3.2(c) of the Notes that were to have been redeemed in the same manner in which the notice of redemption was givenMerger Agreement.

Conditions to Redemption. (a) Any The “Conditions to Redemption” are satisfied on any day with respect to a scheduled redemption (including the applicable Scheduled Maturity Date and the applicable Final Maturity Date) or a planned purchase of the Subordinated Notes, if: (1) the redemption or purchase of the Subordinated Notes would not result in, or accelerate the occurrence of, an Insolvency Event; (2) the Solvency Capital Requirement is complied with after the redemption or purchase of the Subordinated Notes; (3) prior to September 22, 2022 (as well as any subsequent date where such consent is required), the Applicable Supervisor has given, and not withdrawn by such date, its prior consent to the redemption of the Subordinated Notes may, in and the Company’s sole discretion, be subject payment of accrued and unpaid interest and Arrears of Interest (if any) and any Additional Amounts thereon or 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 purchase of the CompanySubordinated Notes; and (4) 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 or purchase under Applicable Supervisory Regulations on the basis that the Subordinated Notes are satisfied intended to qualify as Tier 2 Capital (including, for the avoidance of doubt, if the Applicable Supervisory Regulations are Solvency II, that no Insolvent Insurer Winding-Up has occurred and is continuing and that the Solvency II Minimum Capital Requirement is complied with after the redemption or purchase of the Subordinated Notes), or as determined have otherwise been imposed by the Company Applicable Supervisor, have, in its sole discretioneach case, been complied with., but only, in the case of (1) or waived through (3) above, to the extent the satisfaction of such condition(s) is required under Applicable Supervisory Regulations so as to permit the Subordinated Notes to qualify as Tier 2 Capital, and, in all cases, unless otherwise permitted by the Company)Applicable Supervisor. (b) In the event that the Subordinated Notes are not redeemed as a result of a failure to satisfy the Conditions to Redemption, interest on the Subordinated Notes will continue to accrue and be paid on each Interest Payment Date (subject to Section 2.03) until the first date on which final payment on the Subordinated Notes may be made as described above under Section 3.01, at which time the Subordinated Notes will become due and payable, and will be finally redeemed at the principal amount of the Subordinated Notes, together with accrued and unpaid interest (including any Arrears of Interest) and any Additional Amounts thereon in the manner and subject to the conditions stated above. (c) Notwithstanding any other provision in the Subordinated Notes or this Indenture, in the event of non-payment on a scheduled redemption date resulting from a failure to satisfy the applicable Conditions to Redemption in accordance with this Section 3.05, the Subordinated Notes to be redeemed will not become due and payable on such date, and such non-payment will not constitute an Issuer Winding-Up Event under this Indenture or the Subordinated Notes and will not give Holders of the Subordinated Notes or the Trustee any right to accelerate repayment of the Subordinated Notes. (d) An Officer’s Certificate relating to the Subordinated Notes in connection with any redemption under this Article 3 certifying that (i) the applicable Conditions to Redemption have not been met or would not be met if the final redemption payment for the Subordinated Notes were made, or (ii) the applicable Conditions to Redemption have been met and would continue to be met if the final redemption payment for the Subordinated Notes were made or no such Conditions to Redemption apply shall, in the absence of manifest error, be treated and accepted by the Issuer, the Trustee, the Holders of the Subordinated Notes and all other interested parties as correct and sufficient evidence thereof, shall be final and binding on such parties, and the Trustee shall provide be entitled to rely on 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 Redemption Date on one or more occasions. (b) If all conditions precedent (if any) Officer’s Certificate without liability to any redemption of the Notes 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) or waived by the Company in writing and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior to such Redemption Date (or such delayed Redemption Date, as the case may be). Upon the Trustee’s receipt of such notice, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder of the Notes that were to have been redeemed in the same manner in which the notice of redemption was givenPerson.

Conditions to Redemption. Subject to Section 3.2, the following are conditions to the consummation of the Redemption. Except as set forth herein, the conditions are for the sole benefit of DG and shall not give rise to or create any duty on the part of DG or the Board of Directors of DG to waive or not waive any such condition: (a) Any redemption The Form 10 shall have been declared effective by the Commission, with no stop order in effect with respect thereto; (b) All permits, registrations and consents required under the securities or blue sky Laws of the Notes maystates or other political subdivisions of the United States or of other foreign jurisdictions in connection with the Redemption shall have been obtained and be in full force and effect; (c) All material Government Approvals and other consents necessary to consummate the Redemption shall have been obtained and be in full force and effect; (d) No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Redemption shall be in effect and no other event outside the control of DG shall have occurred or failed to occur that prevents the consummation of the Redemption; (e) The Board of Directors of DG and SpinCo shall have obtained an opinion from a financial advisor of nationally recognized standing, in a form reasonably satisfactory to the Company’s sole discretionParties and Buyer, 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 substantially to the effect that each of SpinCo and DG will be solvent and adequately capitalized immediately after the Redemption Date may be delayed, on one or more occasions and DG has sufficient surplus under the Laws of Delaware to partially redeem the DG Common Stock in exchange for the Company’s sole discretion, either SpinCo Common Stock in accordance herewith; (at f) The Board of Directors of DG shall have authorized and approved the Company’s optionRedemption and not withdrawn such authorization and approval; (g) to a date specified All Ancillary Agreements shall have been entered into by the Company Parties; (h) All conditions to the Merger set forth in such notice or in a subsequent notice to such Holders (subject, if Article VII of the Company Merger Agreement 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 satisfied, other than (a) the Company condition set forth in writing, and that, if any such conditions shall not have been satisfied as and when required (as determined by Section 7.1(d) of 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 Merger Agreement with respect 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 completion 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 Redemption Date on one or more occasions. Spin-Off Transaction and (b) If all those conditions precedent that by the nature of their terms are to be satisfied at the Closing; and (if anyi) No other events or developments shall have occurred that, in the sole discretion of the Board of Directors of DG, would result in the Redemption having a material adverse effect on DG or on the stockholders of DG or not being in the best interest of DG and its stockholders. The condition set forth in Section 3.3(e) may not be waived without the prior written consent of Buyer. Notwithstanding anything in this Agreement to any the contrary, it shall be a condition to the partial redemption of each share of DG Common Stock that the Notes holder of such share immediately prior to the Effective Time shall not have been satisfied as and when required delivered to the Agent (as determined by whether prior to, on or after the Company in its sole discretion and taking into account any election by the Company to delay such Redemption Date) an original Certificate (or waived affidavit of loss in lieu thereof) or Book-Entry Share for cancellation by the Company Agent, together with a letter of transmittal duly completed and validly executed in writing accordance with the instructions thereto, and the Company has not elected to delay (or further delay) the applicable Redemption Date (or the applicable delayed Redemption Date, such other documents as the case may be), the Company shall provide written notice to the effect that the Company has elected to cancel such redemption to the Trustee prior to close of business two Business Days prior be required pursuant to such Redemption Date (or such delayed Redemption Dateinstructions, as the case may be). Upon the Trustee’s receipt of such noticein each case, the notice of such redemption shall be automatically rescinded and such redemption shall be automatically cancelled and the Company shall have no obligation to redeem the Notes called for redemption. Promptly after receipt of such notice, the Trustee shall provide such notice to each Holder in accordance with Section 3.2(c) of the Notes that were to have been redeemed in the same manner in which the notice of redemption was givenMerger Agreement.