Common use of Early Redemption for Taxation Reasons Clause in Contracts

Early Redemption for Taxation Reasons. Subject to the conditions described below, the Notes of any Series may be redeemed, as a whole but not in part, at the option of the Company, at any time, upon not more than 60 days’ nor less than 30 days’ prior notice (given in accordance with Condition 14) to the Holders thereof at a redemption price equal to the applicable Early Redemption Amount, together with interest accrued (but unpaid), if any, to but excluding the date fixed for redemption (which date, in the case of Floating Rate Notes, must be an Interest Payment Date), if the Company determines that on the next succeeding Interest Payment Date, as a result of any change in or amendment to the laws or treaties, or any regulations or rulings promulgated thereunder, of the State of Israel, or any political subdivision thereof or any taxing authority therein, or any proposed change in such laws, treaties, regulations or rulings, or any change in the official application, enforcement or interpretation of such laws, treaties, regulations or rulings (including a holding by a court of competent jurisdiction in the State of Israel), which change or amendment becomes effective or is proposed on or after the Issue Date of the first Tranche of Notes of such Series in the case of Israeli taxes, the Company has or shall become obligated to pay Additional Amounts (or, if Additional Amounts are payable by the Company as of the Issue Date, the Company has or shall become obligated to pay Additional Amounts in excess of any Additional Amounts which are payable by the Company as of the Issue Date) on any Note and such obligation cannot be avoided by the Company by the taking of measures which (in the good faith opinion of the Company) are reasonable under the circumstances. Prior to the distribution of any notice of redemption pursuant to this paragraph, the Company shall deliver to the Fiscal Agent an officer’s certificate by the Chief Executive Officer, Chief Financial Officer, any Senior Vice President or other senior executive officer of the Company stating that all the conditions have been duly and timely fulfilled and that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and an opinion of an independent tax counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Company to redeem the Notes. Notwithstanding the foregoing, the Company shall have no right to redeem the Notes unless and until it has used its best efforts to obtain an exemption from any deduction or withholding obligation and its request has been denied by the relevant authorities.

Early Redemption for Taxation Reasons. Subject If, in relation to the conditions described below, the Notes of any Series may be redeemed, as a whole but not in part, at the option of the Company, at any time, upon not more than 60 days’ nor less than 30 days’ prior notice Notes (given in accordance with Condition 14i) to the Holders thereof at a redemption price equal to the applicable Early Redemption Amount, together with interest accrued (but unpaid), if any, to but excluding the date fixed for redemption (which date, in the case of Floating Rate Notes, must be an Interest Payment Date), if the Company determines that on the next succeeding Interest Payment Date, as a result of any change in in, or amendment to to, the laws or treaties, regulations of Argentina or any regulations or rulings promulgated thereunder, of the State of Israel, or any political subdivision or authority or agency thereof or any taxing authority therein, or any proposed change in such laws, treaties, regulations or rulings, or any change in the application or official application, enforcement or interpretation of any such laws, treaties, regulations laws or rulings (including a holding by a court of competent jurisdiction in the State of Israel)regulations, which change or amendment becomes effective or is proposed on or after the Issue Date date of issue of such Notes or any earlier date specified in the relevant Pricing Supplement on the occasion of the first Tranche of Notes next payment due in respect of such Series in Notes the case of Israeli taxes, the Company has or shall become obligated Issuer would be required to pay Additional Amounts (or, if Additional Amounts are payable by the Company as of the Issue Date, the Company has or shall become obligated to pay Additional Amounts defined in excess of any Additional Amounts which are payable by the Company as of the Issue DateCondition 8); and (ii) on any Note and such obligation cannot be avoided by the Company by Issuer taking reasonable measures available to it, the taking Issuer may, at its option and having given no less than 30 nor more than 60 days' notice to the Holders in accordance with Condition 15 (which notice shall be irrevocable) redeem all (but not some only) of measures which the outstanding Notes comprising the relevant Series at their principal amount (or at such other early redemption amount as may be specified in the good faith opinion relevant Pricing Supplement), together with accrued interest (if any) thereon provided, however, that no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Company) are reasonable under the circumstancesNotes then due. Prior to the distribution publication of any notice of redemption pursuant to this paragraph, the Company Issuer shall deliver to the Fiscal Agent an officer’s certificate by the Chief Executive Officer, Chief Financial Officer, any Senior Vice President or other senior executive officer of the Company stating that all the conditions have been duly and timely fulfilled and that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and Trustee (x) an opinion of an independent tax counsel of recognized standing addressed to the Trustee to the effect that there the Issuer has been such changeor will become obliged to pay the Additional Amounts referred to in (i) above, expiration, amendment or treaty which would entitle and (y) a certificate signed by two Directors of the Company Issuer stating that the obligation referred to redeem the Notes. Notwithstanding the foregoing, the Company shall have no right to redeem the Notes unless and until it has used its best efforts to obtain an exemption from any deduction or withholding obligation and its request has been denied in (ii) above cannot be avoided by the relevant authoritiesIssuer taking reasonable measures available to it and the Trustee shall be entitled to accept such opinion and certificate, respectively, as sufficient evidence of the satisfaction of the respective conditions precedent set out in (i) and (ii) above in which event such opinion and certificate, respectively, shall be conclusive and binding on the Noteholders and the Couponholders.

Early Redemption for Taxation Reasons. (a) Subject to any required approval by the conditions described belowCentral Bank, the Notes of any Series may be redeemedredeemed at the election of Unibanco, as a whole whole, but not in part, at the option of the Company, at any time, upon not more than 60 days’ nor less than 30 days’ prior notice (given in accordance with Condition 14this Section 4.2 (the “Early Tax Redemption”) to at any time upon the Holders thereof at a redemption price equal to the applicable Early Redemption Amount, together with interest accrued (but unpaid)giving of notice as provided in Section 4.4, if any, (i) Unibanco or the Branch would otherwise become obligated to but excluding the date fixed for redemption pay Additional Amounts based on a rate in excess of (which date, x) 15% in the case of Floating Rate Notes, must any taxes imposed by Brazil (including as a result of actions taken (or failed to be an Interest Payment Datetaken) by Unibanco that results in the Branch being disregarded for any reason), if (y) 0% in the Company determines that case of any taxes imposed by the Cayman Islands, or (z) the applicable tax rate in effect with respect to any other Taxing Jurisdiction in which a paying agent is located on the next succeeding Interest Payment Datedate Unibanco appoints such paying agent, in each case of the gross amount payable with respect to the Notes as a result of any generally applicable change in or amendment to the laws or treatiesregulations of a Taxing Jurisdiction, or any regulations or rulings promulgated thereunder, of the State of Israel, or any political subdivision thereof or any taxing authority therein, or any proposed change in such laws, treaties, regulations or rulings, or any generally applicable change in the application or official application, enforcement or interpretation of such laws, treaties, laws or regulations or rulings (including a holding determination by a court of competent jurisdiction jurisdiction), in the State of Israel)each case, which change or amendment becomes effective or is proposed on or after the Issue Date date of the first Tranche original issuance of any of the Notes of such Series (or in the case of Israeli taxesclause (z), after the Company has date Unibanco appoints a paying agent in such jurisdiction) and (ii) Unibanco or the Branch, as the case may be, cannot avoid its obligations to pay such Additional Amounts by taking reasonable measures available to Unibanco or the Branch, as the case may be; provided, however, any such notice of redemption shall become be given within 90 calendar days of the earliest date on which Unibanco would be obligated to pay such Additional Amounts (or, if Additional Amounts are payable by the Company as a payment in respect of the Issue Date, the Company has or shall become obligated to pay Additional Amounts in excess of any Additional Amounts which are payable by the Company as of the Issue Date) on any Note and such obligation cannot be avoided by the Company by the taking of measures which (in the good faith opinion of the Company) are reasonable under the circumstancesNotes were then due. Prior to the distribution giving of any notice of redemption pursuant to described in this paragraphSection 4.2, the Company shall Unibanco will deliver to the Fiscal Agent an officer’s certificate by the Chief Executive Officer, Chief Financial Officer, any Senior Vice President or other senior executive officer of the Company trustee a Officers’ Certificate stating that all (i) Unibanco is entitled to redeem the conditions have been duly Notes in accordance with the terms of this Indenture and timely fulfilled stating the facts relating to such redemption, (ii) Unibanco has become obligated to pay such Additional Amounts as a result of a change or amendment described above, and (iii) Unibanco reasonably believes that it cannot avoid payment of such Additional Amounts by taking reasonable measures available to Unibanco and that the Company is entitled all governmental approvals necessary for Unibanco to effect such redemption have been obtained and setting forth a statement of facts showing are in full force and effect or specifying any necessary approvals that the conditions precedent to the right of the Company so to redeem have occurred, and an opinion of an independent tax counsel to the effect that there has not been such change, expiration, amendment or treaty which would entitle the Company to redeem the Notes. Notwithstanding the foregoing, the Company shall have no right to redeem the Notes unless and until it has used its best efforts to obtain an exemption from any deduction or withholding obligation and its request has been denied by the relevant authoritiesobtained.

Early Redemption for Taxation Reasons. Subject With respect to any series of Senior Preferred Debt Securities, the following shall apply if, in relation to the conditions described below, the Notes Senior Preferred Debt Securities of any Series may be redeemed, as a whole but not in part, at the option of the Company, at any time, upon not more than 60 days’ nor less than 30 days’ prior notice (given in accordance with Condition 14) to the Holders thereof at a redemption price equal to the applicable Early Redemption Amount, together with interest accrued (but unpaid), if any, to but excluding the date fixed for redemption (which date, in the case of Floating Rate Notes, must be an Interest Payment Date), if the Company determines that on the next succeeding Interest Payment Dateseries, as a result of any change in in, or amendment to to, the laws or treaties, regulations of Spain or any regulations or rulings promulgated thereunder, of the State of Israel, or any political subdivision thereof or any taxing authority therein, or any proposed change in such laws, treaties, regulations agency therein or rulings, thereof having power to tax or any change in the official application, enforcement interpretation or interpretation administration of any such laws, treaties, laws or regulations or rulings (including a holding by a court of competent jurisdiction in the State of Israel), which change or amendment becomes effective or is proposed on or after the Issue Date date of issue of the first Tranche of Notes issued Senior Preferred Debt Securities of such Series series, the Company shall determine that (a) the Company would be required to pay Additional Amounts pursuant to Section 10.04 or (b) the Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next interest payment date on such series of Senior Preferred Debt Securities or the value of such deduction to the Company would be materially reduced or (c) the applicable tax treatment of the Senior Preferred Debt Securities of such series changes in a material way that was not reasonably foreseeable at the issue date. In any such case the Company may, at its option and having given no less than five (5) nor more than 30 days’ notice to the Holders of the Senior Preferred Debt Securities of such series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem in whole, but not in part, the relevant Senior Preferred Debt Securities in accordance with the requirements of Applicable Banking Regulations in force at the relevant time, at their early tax redemption amount (the “Early Redemption Amount (Tax)”) (which shall be their principal amount), together with any accrued interest thereon to (but excluding) the date fixed for redemption; provided, however, that (i) in the case of Israeli taxes(a) above, the Company has or shall become obligated to pay Additional Amounts (or, if Additional Amounts are payable by the Company as of the Issue Date, the Company has or shall become obligated to pay Additional Amounts in excess of any Additional Amounts which are payable by the Company as of the Issue Date) on any Note and no such obligation cannot be avoided by the Company by the taking of measures which (in the good faith opinion of the Company) are reasonable under the circumstances. Prior to the distribution of any notice of redemption may be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay such Additional Amounts were a payment in respect of the Senior Preferred Debt Securities of such series then due and (ii) redemption due to changes in tax treatment pursuant to this paragraph, Section 11.08 may only take place in accordance with Applicable Banking Regulations in force at the relevant time and is subject to the Company shall deliver to the Fiscal Agent an officer’s certificate by the Chief Executive Officerobtaining prior Supervisory Permission therefor, Chief Financial Officer, any Senior Vice President or other senior executive officer of the Company stating that all the conditions have been duly if and timely fulfilled and that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and an opinion of an independent tax counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Company to redeem the Notes. Notwithstanding the foregoing, the Company shall have no right to redeem the Notes unless and until it has used its best efforts to obtain an exemption from any deduction or withholding obligation and its request has been denied by the relevant authoritiesas required under Applicable Banking Regulations.

Early Redemption for Taxation Reasons. Subject to the conditions described below, the Notes of any Series may be redeemed, as a whole but not in part, at the option of the Company, at any time, upon not more than 60 days’ nor less than 30 days’ prior notice (given in accordance with Condition 14) to the Holders thereof at a redemption price equal to the applicable Early Redemption Amount, together with interest accrued (but unpaid), if any, to but excluding the date fixed for redemption (which date, in the case of Floating Rate Notes, must be an Interest Payment Date), if the Company determines that on the next succeeding Interest Payment Date, If as a result of any change in in, or amendment to to, the laws or treaties, regulations of Spain or any regulations or rulings promulgated thereunder, of the State of Israel, or any political subdivision thereof or any taxing authority therein, or any proposed change in such laws, treaties, regulations agency therein or rulings, thereof having power to tax or any change in the official application, enforcement interpretation or interpretation administration of any such laws, treaties, laws or regulations or rulings (including a holding by a court of competent jurisdiction in the State of Israel), which change or amendment becomes effective or is proposed on or after the Issue Date date of issue of the first Tranche Senior Preferred Debt Securities of Notes any series, the Company shall determine that (a) the Company would be required to pay Additional Amounts pursuant to Section 10.04 or (b) the Company would not be entitled to claim a deduction in computing tax liabilities in Spain in respect of any interest to be paid on the next Interest Payment Date on the Senior Preferred Debt Securities of the relevant series or the value of such Series deduction to the Company would be materially reduced or (c) the applicable tax treatment of the Senior Preferred Debt Securities of the relevant series changes in a material way that was not reasonably foreseeable at the issue date, the Company may, at its option and having given no less than five (5) nor more than 30 days’ notice (ending, in the case of Israeli taxesthe SP 2028 Floating Rate Notes, on an Interest Payment Date) to the Holders of the Senior Preferred Debt Securities of the relevant series in accordance with Section 11.04 (which notice shall be irrevocable) and a concurrent copy thereof to the Trustee, redeem in whole, but not in part, the Company has or Outstanding Senior Preferred Debt Securities of the relevant series, in accordance with the requirements of Applicable Banking Regulations in force at the relevant time, at their early tax redemption amount (the “Early Redemption Amount (Tax)”), which shall become obligated be their principal amount, together with any accrued and unpaid interest thereon to pay Additional Amounts (but excluding) the date fixed for redemption; provided, however, that (i) in the case of (a) above, no such notice of redemption may be given earlier than 90 days (or, if in the case of the SP 2028 Floating Rate Notes, a number of days which is equal to the aggregate of the number of days falling within the then current Interest Period plus 60 days) prior to the earliest date on which the Company would be obliged to pay such Additional Amounts are payable by the Company as were a payment in respect of the Issue Date, the Company has or shall become obligated to pay Additional Amounts in excess of any Additional Amounts which are payable by the Company as Senior Preferred Debt Securities of the Issue Daterelevant series then due and (ii) on any Note and such obligation cannot be avoided by the Company by the taking of measures which (in the good faith opinion of the Company) are reasonable under the circumstances. Prior to the distribution of any notice of redemption for taxation reasons pursuant to this paragraphSection 11.08 may only take place in accordance with Applicable Banking Regulations (including, without limitation, in accordance with Articles 77 and 78a of the CRR) in force at the relevant time and subject to the Company shall deliver to the Fiscal Agent an officer’s certificate by the Chief Executive Officerobtaining Supervisory Permission therefor, Chief Financial Officer, any Senior Vice President or other senior executive officer of the Company stating that all the conditions have been duly if and timely fulfilled and that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem have occurred, and an opinion of an independent tax counsel to the effect that there has been such change, expiration, amendment or treaty which would entitle the Company to redeem the Notes. Notwithstanding the foregoing, the Company shall have no right to redeem the Notes unless and until it has used its best efforts to obtain an exemption from any deduction or withholding obligation and its request has been denied by the relevant authoritiesas required.