Common use of Election to Redeem; Notice of Redemption; Partial Redemption Clause in Contracts

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state the Section of this Indenture and the Securities authorizing redemption and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in the immediately prior paragraph, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 3 contracts

Samples: Indenture (Baxter International Inc), Indenture (Baxter International Inc), Indenture (Baxter International Inc)

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Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be authorized by a Board Resolution and evidenced by, or pursuant to by an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders holders of the Securities to be redeemed as hereinafter provided in this Section 4.02provided. Any notice Notice of redemption to be given to the Holders holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 by mailing of a notice of such redemption not less than 10 30 nor more than 60 days prior to the date fixed for redemptionredemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Any Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice of redemption mayby mail, or any defect in the Company’s discretionsuch notice, be given subject to the satisfaction registered holder of one any Security designated for redemption in whole or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions part shall not have been satisfied or waived by affect the Company by validity of the relevant proceedings for redemption dateof any other Security. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest accrued thereon to, but excluding, to the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest payment date, the interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder holder of record at the close of business such Security on the Regular Record Date record date for such Interest Payment Dateinterest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) 4.02 upon presentation and surrender of such securities Securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder registered holder of Securities to be redeemed shall identify such Holder’s securities registered holder's Securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01)only, the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of or such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary proceduresissued. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a the series are is to be redeemed (“Company Designation”)redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 45 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice fixed by the Company for the redemption of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) thereof to be redeemed (“Trustee Selection”)redeemed, and shall thereafter promptly notify the Company and any Paying Agent paying agent in writing of the Securities of such series or of portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may to be given mailed by the Company pursuant to this Section 4.02 or may shall be givenprepared by the Company and mailed, at the Company’s written 's direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 3 contracts

Samples: Indenture (Kansas City Power & Light Co), Indenture (Kansas City Power & Light Co), Indenture (Kansas City Power & Light Co)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the SecuritiesCertificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized the minimum denomination of the Securities of such series as set forth pursuant to Section 3.013.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry)issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for such notice of redemption is to be sent to the Holders of the Securitiesredemption, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent published as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 2 contracts

Samples: Indenture (Baxter International Inc), Indenture (Baxter International Inc)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, by or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02provided. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 1.04 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, to the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office principal office of the Trustee) upon presentation and surrender of such securities Securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities 's Securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized the minimum denomination of the Securities of such series as set forth determined pursuant to Section 3.013.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall will be issued (or transferred by book entry)issued. No Security whose of a denomination is of the minimum denomination, as set forth denomination determined pursuant to Section 3.01, of 3.01 principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed ("Company Designation"). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 60 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for such notice of redemption is to be sent to the Holders of the Securitiesredemption, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed ("Trustee Selection"), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent published as contemplated by Section 1.05 1.04 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written 's direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Lilly Eli & Co)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the SecuritiesCertificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized the minimum denomination of the Securities of such series as set forth pursuant to Section 3.013.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof (with, if such series is a Guaranteed Series, a Parent Guarantee endorsed thereon by the Guarantor) shall be issued (or transferred by book entry)issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for such notice of redemption is to be sent to the Holders of the Securitiesredemption, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent published as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Baxter International Inc)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, by or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securitiesa Board Resolution. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders holders of the Securities to be redeemed as hereinafter provided in this Section 4.02provided. Any notice Notice of redemption to be given to the Holders holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 by mailing of a notice of such redemption not less than 10 30 nor more than 60 days prior to the date fixed for redemptionredemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Any Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice of redemption mayby mail, or any defect in the Company’s discretionsuch notice, be given subject to the satisfaction registered holder of one any Security designated for redemption in whole or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions part shall not have been satisfied or waived by affect the Company by validity of the relevant proceedings for redemption dateof any other Security. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture and conditions precedent to such redemption, if any, have occurred and 15.1 describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest accrued thereon to, but excluding, to the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest payment date, the interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder holder of record at the close of business such Security on the Regular Record Date record date for such Interest Payment Dateinterest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) 4.02 upon presentation and surrender of such securities Securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder registered holder of Securities to be redeemed shall identify such Holderregistered holder’s securities Securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination $1.00 or a multiple of the Securities of such series as set forth pursuant to Section 3.01$1.00), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall will be issued (or transferred by book entry)issued. No Security whose of a denomination is the minimum denomination, as set forth pursuant to Section 3.01, of $1,000 principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a the series are is to be redeemed (“Company Designation”)redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 45 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice fixed by the Company for the redemption of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”)redeemed, and shall thereafter promptly notify the Company and any Paying Agent paying agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may to be given mailed by the Company pursuant to this Section 4.02 or may be givenmailed, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Consolidated Edison Co of New York Inc)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the SecuritiesCertificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 1.04 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized the minimum denomination of the Securities of such series as set forth pursuant to Section 3.013.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall (with, if such series is a Guaranteed Series, a Parent Guarantee endorsed thereon by the Guarantor) will be issued (or transferred by book entry)issued. No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for such notice of redemption is to be sent to the Holders of the Securitiesredemption, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent published as contemplated by Section 1.05 1.04 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 ten (10) days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Lilly Eli & Co)

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Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state the Section of this Indenture and the Securities authorizing redemption and that the conditions precedent to such redemption, if any, have occurred and describe the same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary proceduresappropriate. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in the immediately prior paragraph, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Baxalta Inc)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, by or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities' Certificate. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02provided. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 1.04 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, to the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Registered Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office principal office of the Trustee) upon presentation and surrender of such securities Securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities 's Securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized the minimum denomination of the Securities of such series as set forth determined pursuant to Section 3.013.01 or a multiple thereof), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall will be issued (or transferred by book entry)issued. No Security whose of a denomination is of the minimum denomination, as set forth denomination determined pursuant to Section 3.01, of 3.01 principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed ("Company Designation"). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 45 days (or such lesser number of days as the Trustee shall approve) prior to the date fixed by the Company for such notice of redemption is to be sent to the Holders of the Securitiesredemption, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed ("Trustee Selection"), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent published as contemplated by Section 1.05 1.04 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written 's direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture Provisions (Beneficial Corp)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securities. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders of the Securities to be redeemed as hereinafter provided in this Section 4.02. Any notice of redemption to be given to the Holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 not less than 10 30 nor more than 60 days prior to the date fixed for redemption. Any such notice of redemption may, in the Company’s discretion, be given subject to the satisfaction of one or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the Company by the relevant redemption date. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state the Section of this Indenture and the Securities authorizing redemption and shall state that payment of the redemption price of the Securities to be redeemed, together with interest accrued thereon to, but excluding, the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder of record at the close of business on the Regular Record Date for such Interest Payment Date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) upon presentation and surrender of such securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder of Securities to be redeemed shall identify such Holder’s securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination of the Securities of such series as set forth pursuant to Section 3.01), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall be issued (or transferred by book entry). No Security whose denomination is the minimum ACTIVE 255643008v.4 denomination, as set forth pursuant to Section 3.01, of principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary proceduresappropriate. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a series are to be redeemed (“Company Designation”). If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select, in such manner as is described in the immediately prior paragraph, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”), and shall thereafter promptly notify the Company and any Paying Agent in writing of the Securities of such series or portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may be given by the Company pursuant to this Section 4.02 or may be given, at the Company’s written direction, which direction together with the notice to be given is delivered to the Trustee at least 5 10 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Baxter International Inc)

Election to Redeem; Notice of Redemption; Partial Redemption. The election of the Company to redeem any Securities of any series shall be evidenced by, by or pursuant to an Officers’ Certificate at the time notice of redemption is sent to the Holders of the Securitiesa Board Resolution. In case the Company shall desire to exercise such right to redeem all, or, as the case may be, any part of the Securities of any series in accordance with the right reserved so to do, it shall give notice of such redemption to Holders holders of the Securities to be redeemed as hereinafter provided in this Section 4.02provided. Any notice Notice of redemption to be given to the Holders holders of Securities to be redeemed as a whole or in part shall be given in the manner provided in Section 1.05 by mailing of a notice of such redemption not less than 10 30 nor more than 60 days prior to the date fixed for redemptionredemption to the registered holders of Securities to be redeemed in whole or in part at their last addresses as they shall appear upon the Security Register. Any Such mailing shall be by first-class mail postage prepaid. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder receives the notice. In any case, the failure to give such notice of redemption mayby mail, or any defect in the Company’s discretionsuch notice, be given subject to the satisfaction registered holder of one any Security designated for redemption in whole or more conditions precedent. In that case, such notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions part shall not have been satisfied or waived by affect the Company by validity of the relevant proceedings for redemption dateof any other Security. Each such notice of redemption shall specify the date fixed for redemption and the redemption price (or manner of calculation if not then known) at which Securities are to be redeemed, shall state that the Section of this Indenture conditions precedent to such redemption, if any, have occurred and describe the Securities authorizing redemption same, and shall state that payment of the redemption price of the Securities to be redeemed, together with accrued interest accrued thereon to, but excluding, to the date fixed for redemption (except that if such redemption date is an Interest Payment Date such interest payment date, the interest due on such date with respect to a particular Security shall instead be payable on such Interest Payment Date to the Holder holder of record at the close of business such Security on the Regular Record Date record date for such Interest Payment Dateinterest payment date), will be made at the office or agency to be maintained by the Company in accordance with Section 5.02 (or, if desired by the Company, at the Corporate Trust Office of the Trustee) 4.02 upon presentation and surrender of such securities Securities and that from and after said date fixed for redemption any interest thereon will cease to accrue, such Securities subject to such redemption shall cease to be outstanding and the Holder(s) thereof shall have no rights with respect thereto other than the right to receive the redemption price upon such presentation and surrender. The notice shall state the CUSIP number and that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities. If less than all the Securities of a series are to be redeemed, the notice to each Holder registered holder of Securities to be redeemed shall identify such Holder’s securities registered holder's Securities to be redeemed as a whole or in part. In case any Security of a series is to be redeemed in part only (which part shall be an authorized denomination $1.00 or a multiple of the Securities of such series as set forth pursuant to Section 3.01$1.00), the notice which relates to such Securities shall state the portion of the principal amount to be redeemed, and that on and after the redemption date, upon surrender of or such Security, a new Security or Securities of the same series in principal amount equal to the unredeemed portion thereof shall will be issued (or transferred by book entry)issued. No Security whose of a denomination is the minimum denomination, as set forth pursuant to Section 3.01, of $1,000 principal amount may be redeemed in part. If less than all of the Securities of a series are to be redeemed at any time, and the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, the Trustee shall select the Securities to be redeemed among the Holders of the Notes (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed or (2) if the Securities are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate or in accordance with applicable Depositary procedures. To the extent that the Securities of any series have different terms, the Company shall designate the Securities to be redeemed if less than all of a the series are is to be redeemed (“Company Designation”)redeemed. If less than all the Securities of a series having the same terms are to be redeemed, the Company shall give the Trustee, not less than 10 45 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice fixed by the Company for the redemption of redemption is to be sent to the Holders of the Securities, written notice of the aggregate amount of the Securities to be redeemed. If the Securities of such series are Global Securities, they will be selected for redemption in accordance with Applicable Procedures. If the Securities of such series are not Global Securities, and thereupon the Trustee shall select, in such manner as is described in the immediately prior paragraphits sole discretion it shall deem appropriate and fair, the Securities of such series or portions thereof to be redeemed (“Trustee Selection”)redeemed, and shall thereafter promptly notify the Company and any Paying Agent paying agent in writing of the Securities of such series or of portions thereof to be redeemed. Except in the event of a Company Designation or a Trustee Selection, notice of redemption sent as contemplated by Section 1.05 need not identify particular Securities to be redeemed. Any notice of redemption may to be given mailed by the Company pursuant to this Section 4.02 or may be givenmailed, at the Company’s written 's direction, which direction together with the notice to be given is delivered to the Trustee at least 5 days (or such lesser number of days as the Trustee shall approve) prior to the date such notice is to be given, by the Trustee in the name and at the expense of the Company.

Appears in 1 contract

Samples: Indenture (Consolidated Edison Inc)

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