Common use of Method and Effect of Redemption Clause in Contracts

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption.

Appears in 3 contracts

Samples: Third Supplemental Indenture (E Trade Financial Corp), Second Supplemental Indenture (E Trade Financial Corp), First Supplemental Indenture (E Trade Financial Corp)

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Method and Effect of Redemption. (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed (x) if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, (y) on a pro rata basis to the extent practicable or (z) by lot or such other method the Trustee deems fair and appropriate (and in accordance with any applicable procedures of DTC). No Notes of $2,000 or less can be redeemed in part. The Trustee will notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed or sent electronically by the Company Issuer or at the CompanyIssuer’s request, by the Trustee in the name and at the expense of the CompanyIssuer, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption DateDate by first-class mail to the registered address of such Holders or otherwise given in accordance with the procedures of DTC, except where DTC requires a longer period and except that notice of redemption notices may be mailed or sent electronically given in accordance with the procedures of DTC more than 60 days before the applicable prior to a Redemption Date if such the notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenturethis Indenture in accordance with Article 8. If the Trustee is asked to give Any notice of any redemption may be given prior to Holdersthe redemption thereof, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication redemption or notice may, at the Issuer’s discretion, be subject to the Trustee one or more conditions precedent, including, but not limited to, completion of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder an Equity Offering or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptionother corporate transaction.

Appears in 3 contracts

Samples: Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.), Indenture (Nuance Communications, Inc.)

Method and Effect of Redemption. (a) If the Issuer elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 15 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Notes to be redeemed shall be selected in accordance with applicable DTC procedures (subject to compliance with the rules of any securities exchange on which the Notes may be listed). Notes shall be redeemed in denominations of $2,000 principal amount or any multiple of $1,000 in excess thereof. The Trustee will notify the Issuer promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be delivered electronically or mailed or sent electronically by first-class mail, postage prepaid, by the Company or Issuer or, at the CompanyIssuer’s request, by the Trustee in the name and at the expense of the Company, Issuer to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Dateredemption date at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except where DTC requires a longer period and except that notice of redemption notices may be mailed or sent electronically more than 60 days before prior to a redemption date if the applicable Redemption Date if such notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice Notices of any redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive be given prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trusteecompletion thereof, and may, at the Notes shall Issuer’s discretion, be selected for redemption in accordance with the applicable procedures subject to one or more conditions precedent, including, but not limited to, completion of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 an Equity Offering, another offering or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes another transaction or portions of Notes to be called for redemptionevent.

Appears in 2 contracts

Samples: Indenture (Hovnanian Enterprises Inc), Indenture (Hovnanian Enterprises Inc)

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s request, by the Trustee in the name and at the expense elects to redeem Notes of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes any series pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of optional redemption to Holdersprovisions (if any) thereof, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering written notice in at least 35 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion). For the avoidance of doubt, the delivery Any such notice may be cancelled at any time prior to notice of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed redemption being mailed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending and shall thereby be void and of notice of redemption without the prior written consent of the Companyno effect. If fewer than all of the Notes of any series are being redeemed, the Officers’ Certificate must also specify a record particular Notes to be redeemed shall be selected not more than 30 days prior to the redemption date not less than 10 days after the date of the notice of redemption is given to by the Trustee, from the outstanding Notes of such series not previously called for redemption, by such method as may be specified by the terms of such Notes or, if no such method is so specified, by such method as the Trustee shall deem fair and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in partappropriate. The Trustee will shall notify the Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Except as otherwise provided as to any particular series of Notes, Notes and portions thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Notes of the series to be redeemed or any integral multiple thereof, except that if all of the Notes of the series are to be redeemed, the entire outstanding amount of the Notes of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Appears in 2 contracts

Samples: Indenture (Giant Industries Inc), Giant Industries Inc

Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (provided that no Notes in denominations of $2,000 or less may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed sent by first class mail (or sent delivered electronically in the case of Global Notes held by DTC) by the Company or at the Company’s ’ s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption Date, except where DTC requires that a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable prior to a Redemption Date if such the notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption this Indenture in accordance with the applicable procedures provisions of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptionArticle 8.

Appears in 2 contracts

Samples: Supplemental Indenture, Supplemental Indenture

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s request, by the Trustee in the name and at the expense elects to redeem Notes of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes any series pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of optional redemption to Holdersprovisions (if any) thereof, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering written notice in at least 45 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion). For the avoidance of doubt, the delivery Any such notice may be cancelled at any time prior to notice of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed redemption being mailed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending and shall thereby be void and of notice of redemption without the prior written consent of the Companyno effect. If fewer than all of the Notes of any series are being redeemed, the Officers’ Certificate must also specify a record particular Notes to be redeemed shall be selected not more than 60 days prior to the redemption date not less than 10 days after the date of the notice of redemption is given to by the Trustee, from the outstanding Notes of such series not previously called for redemption, by such method as may be specified by the terms of such Notes or, if no such method is so specified, by such method as the Trustee shall deem fair and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in partappropriate. The Trustee will shall notify the Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Except as otherwise provided as to any particular series of Notes, Notes and portions thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Notes of the series to be redeemed or any integral multiple thereof, except that if all of the Notes of the series are to be redeemed, the entire outstanding amount of the Notes of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Appears in 2 contracts

Samples: Barnes Group Inc, Barnes Group Inc

Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (provided that no Notes in denominations of $2,000 or less may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed sent by first class mail (or sent delivered electronically in the case of Global Notes held by DTC) by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption Date, except where DTC requires that a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable prior to a Redemption Date if such the notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption this Indenture in accordance with the applicable procedures provisions of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptionArticle 8.

Appears in 2 contracts

Samples: Supplemental Indenture, Supplemental Indenture (Seagate Technology PLC)

Method and Effect of Redemption. (a) If the Issuers elect to redeem Notes, they must notify the Trustee of the redemption date, the principal amount of Notes to be redeemed and the redemption price by delivering an Officers’ Certificate and an Opinion of Counsel, to the effect that such redemption shall comply with the conditions set forth in this Article 3, at least 40 but no more than 60 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If less than all the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed in compliance with the principal national securities exchange, if any, on which the Notes are listed, or if such Notes are not so listed, on a pro rata basis, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate; provided that no Notes of a principal amount of $1,000 or less shall be redeemed in part; and provided, further, that if a partial redemption is made with the proceeds of an Equity Offering, selection of the Notes or portions thereof for redemption shall be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures), unless such method is otherwise prohibited. The Trustee shall notify the Issuers promptly of the Notes or portions of Notes to be called for redemption. Any such notice may be cancelled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. Notice of redemption must be mailed or sent electronically by the Company Issuers or at the Company’s Issuers’ request, by the Trustee in the name and at the expense of the CompanyIssuer, to Holders whose Notes are to be redeemed at least 10 days 30 but not more than 60 days before the applicable Redemption Dateredemption date, except where DTC requires a longer period and except that notice of redemption notices may be mailed or sent electronically more than 60 days before prior to a redemption date if the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.01 or Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base this Indenture. If the Trustee is asked to give The notice of redemption to Holders, will identify the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption.redeemed and will include, state or be governed by the following:

Appears in 1 contract

Samples: Supplemental Indenture (Rural Metro Corp /De/)

Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the Redemption Date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the Redemption Date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate in minimum denominations of $2,000 and multiples of $1,000 principal amount in excess thereof (provided that no Notes in denominations of $2,000 or less may be redeemed in part) and, in respect of Global Notes, in accordance with the procedures of DTC (subject to adjustments so that no Note in an unauthorized denomination remains outstanding). The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed sent by First Class mail (or sent delivered electronically in the case of Global Notes held by DTC) by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption Date, except where DTC requires that a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable prior to a Redemption Date if such the notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption this Indenture in accordance with the applicable procedures provisions of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptionArticle 8.

Appears in 1 contract

Samples: Supplemental Indenture (Seagate Technology PLC)

Method and Effect of Redemption. (a) If the Company elects to redeem Notes of a series, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 25 days before the redemption date (unless a shorter period is satisfactory to the Trustee), such Officers’ Certificate to state that all conditions precedent provided for in the Indenture to such redemption have been complied with. If fewer than all of the Notes of a series are being redeemed, the Trustee will select the Notes of such series to be redeemed, no later than 10 days prior to the redemption date, by lot or by any other method the Trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes of a series are represented by one or more Global Notes, beneficial interests in the Notes of such series will be selected for redemption by DTC in accordance with its standard procedures therefor. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed or sent electronically by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Dateredemption date. At the Company’s request in connection with an optional redemption, except where DTC requires a longer period and except that the Trustee shall give the notice of redemption may be mailed or sent electronically more than 60 days before in the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction Company’s name and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holdersat its expense; provided, however, that the Company shall deliver have delivered to the Trustee, at least 25 days prior to the redemption date (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided requesting that the Trustee may also waive prior delivery of give such notice and setting forth the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes information to be called for redemptionstated in such notice as provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

Method and Effect of Redemption. (a) Notice of any redemption must will be mailed or sent electronically by delivered (or otherwise transmitted in accordance with the Company or at the CompanyDepositary’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed procedures) at least 10 days but not more than 60 days before the applicable Redemption Dateredemption date to each Holder of Notes to be redeemed, except where DTC requires with a longer period copy to the Trustee. (b) Notice of any redemption of the Notes may, at the Company’s discretion, be given prior to the completion of a corporate transaction (including a sale of the Company’s common stock, an incurrence of Indebtedness, a Change of Control or other corporate transaction) and except that any redemption notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be mailed or sent electronically delayed until such time (including more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another person. (c) In the Trusteecase of a partial redemption, and selection of the Notes shall be selected for redemption will be made pro rata, by lot or by such other method as the Trustee in accordance with the applicable procedures its sole discretion deems appropriate and fair. No Notes of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in connection with any the name of the Holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another Depositary), the redemption in part. The Trustee will notify the Company promptly of the Notes or portions shall be done in accordance with the policies and procedures of the Depositary. (d) The notice of redemption will identify the Notes to be called for redemption.redeemed and will include or state the following:

Appears in 1 contract

Samples: Ipalco Enterprises, Inc.

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s request, by the Trustee in the name and at the expense elects to redeem Notes of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes any series pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of optional redemption to Holdersprovisions (if any) thereof, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption notice in date, the redemption price and the principal amount of Notes of that series to be redeemed by delivering an Officers' Certificate at least 60 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion). For the avoidance of doubt, the delivery Any such notice may be cancelled at any time prior to notice of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed redemption being mailed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending and shall thereby be void and of notice of redemption without the prior written consent of the Companyno effect. If fewer than all of the Notes of any series are being redeemed, the Officers' Certificate must also specify a record date not less than 10 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall such series to be redeemed pro rata, by lot or by any other method the Trustee in part its sole discretion deems fair and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in partappropriate. The Trustee will shall notify the Company promptly in writing of the Notes or portions of Notes to be called for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed. Except as otherwise provided as to any particular series of Notes, Notes and portions thereof that the Trustee selects shall be in amounts equal to the minimum authorized denomination for Notes of the series to be redeemed or any integral multiple thereof, except that if all of the Notes of the series are to be redeemed, the entire outstanding amount of the Notes of the series held by such Holder, even if not equal to the minimum authorized denomination for the Notes of that series, shall be redeemed. Provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

Appears in 1 contract

Samples: Roadway Corp

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Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 40 days before the redemption date, and in no event less than 10 days prior to the sending of the notice of redemption (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, (i) in the case of Certificated Notes, the Officers’ Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed pro rata, by lot or by any other method customarily authorized by the clearing systems (including DTC), and will notify the Company promptly of the Notes or portions of Notes to be called for redemption; provided however, that the principal amount of the Notes so selected by the Trustee for such partial redemption shall not exceed the amount which the Company has chosen to redeem, and (ii) in the case of Notes in the form of Global Notes, the Notes to be redeemed will be selected in accordance with the procedures of the applicable clearing system, provided that in each case the Notes will be redeemed in minimum denominations of $2,000 principal amount and higher integral multiples of $1,000. Notice of redemption must be mailed or sent electronically by the Company or at the Company’s requestrequest made at least 10 days prior to the date on which the notice of redemption must be sent to Holders (unless a shorter period is satisfactory to the Trustee), by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptiondate.

Appears in 1 contract

Samples: Supplemental Indenture (Flextronics International Ltd.)

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s requestelects to redeem Notes of a series, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption notice in date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 25 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion. For the avoidance of doubt), the delivery of such Officers’ Certificate and any communication between to state that all conditions precedent provided for in the Company and the Trustee in connection therewith shall not be disclosed Indenture to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of such redemption without the prior written consent of the Companyhave been complied with. If fewer than all of the Notes of a series are being redeemed, the Officers’ Certificate must also specify a record date not less Trustee will select the Notes of such series to be redeemed, no later than 10 15 days after the date of the notice of redemption is given prior to the Trusteeredemption date, by lot or by any other method the Trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes shall of a series are represented by one or more Global Notes, beneficial interests in the Notes of such series will be selected for redemption by DTC in accordance with the applicable its standard procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in parttherefor. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company to Holders whose Notes are to be redeemed at least 15 days but not more than 60 days before the redemption date. At the Company’s request in connection with an optional redemption, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption date (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

Method and Effect of Redemption. (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate not less than 15 days nor more than 90 days before the redemption date. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee and, in the event of a redemption pursuant to Section 3.03, the amount of Notes which are Puttable Notes, and the Trustee will select the Notes for redemption (1) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, (2) if the Notes are not listed on a national securities exchange, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, in each case in denominations of $1,000 principal amount and multiples thereof; provided that in the event of a redemption pursuant to Section 3.03, the Trustee shall apply the redemption price, first, to the redemption of the Puttable Notes, together with the accrued and unpaid interest thereon, pro rata among the Holders thereof, until no Puttable Notes remain outstanding and, second to the redemption of all other outstanding Notes in accordance with clause (1) or (2), as applicable, of this sentence. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be mailed or sent electronically by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 90 days before the applicable Redemption Dateredemption date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemptionperiod.

Appears in 1 contract

Samples: Supplemental Indenture (E Trade Financial Corp)

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s requestelects to redeem Notes, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption notice in date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 25 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion. For the avoidance of doubt), the delivery of such Officers’ Certificate and any communication between to state that all conditions precedent provided for in the Company and the Trustee in connection therewith shall not be disclosed Indenture to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of such redemption without the prior written consent of the Companyhave been complied with. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less Trustee will select the Notes to be redeemed, no later than 10 15 days after the date of the notice of redemption is given prior to the Trusteeredemption date, by lot or by any other method the Trustee in its sole discretion deems appropriate, in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof; provided, that the unredeemed portion of a Note must be in a minimum principal amount of $2,000; and provided further, that if the Notes shall are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by DTC in accordance with the applicable its standard procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in parttherefor. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company to Holders whose Notes are to be redeemed at least 15 days but not more than 60 days before the redemption date. At the Company’s request in connection with an optional redemption, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 25 days prior to the redemption date (or such shorter period as may be acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in Section 3.03(b).

Appears in 1 contract

Samples: Supplemental Indenture (Huntington Ingalls Industries, Inc.)

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company or at the Company’s requestelects to redeem Notes, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to it must notify the Trustee of the redemption notice in date and the principal amount of Notes to be redeemed by delivering an Officer’s Certificate at least 45 days before the redemption date (unless a shorter period is satisfactory to the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company). If fewer than all of the Notes are being redeemed, the Officers’ Officer’s Certificate must also specify a record date not less than 10 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes shall to be selected for redemption redeemed pro rata, by lot or by any other method the Trustee in its sole discretion deems fair and appropriate in accordance with the applicable procedures of the Depositary; provided that no Note DTC procedures, in a principal amount denominations of $2,000 shall be redeemed in part and no new Notes in a principal amount and higher integral multiples of $2,000 or less shall 1,000. The notice to the Trustee under this clause (a) may be issued in connection with any revoked prior to the mailing of notice of such redemption in partto the Holders. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notices of redemption shall be mailed by first class mail or delivered electronically at least 30 but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed at its registered address, except that redemption notices may be mailed or delivered electronically more than 60 days prior to the redemption date if the notice is issued in connection with the defeasance of the Notes or a satisfaction and discharge of this Indenture. Any redemption and any notice of redemption thereof may, at the Company’s discretion, be subject to one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (Harbinger Group Inc.)

Method and Effect of Redemption. (a) Notice of redemption must be mailed or sent electronically by If the Company elects to redeem New 2017 Notes or at the Company’s requestNew 2019 Notes, by it must notify the Trustee in the name and at the expense of the Company, to Holders whose Redemption Date and the principal amount of such Notes are to be redeemed at least 10 days but not more than 60 days before the applicable Redemption Date, except where DTC requires a longer period and except that notice of redemption may be mailed or sent electronically more than 60 days before the applicable Redemption Date if such notice is issued in connection with a defeasance of such Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver by delivering an Officers’ Certificate relating thereto no later not less than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) 15 days nor more than 90 days before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the CompanyRedemption Date. If fewer than all of the New 2017 Notes or New 2019 Notes, as applicable, are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 15 days after the date of the notice of redemption is given to the Trustee, and the Notes of the applicable series shall be selected for redemption (1) in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, (2) if such Notes are not listed on a national securities exchange, by lot or otherwise in accordance with the applicable procedures of the Depositary, in each case in denominations of $1,000 principal amount; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notice of redemption must be sent by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 days but not more than 90 days before the applicable Redemption Date, except where DTC requires a longer period.

Appears in 1 contract

Samples: E TRADE FINANCIAL Corp

Method and Effect of Redemption. (a) Notice If the Company elects to redeem Notes, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the redemption date (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Trustee will select the Notes to be redeemed on a pro rata basis, subject to adjustments so that no Notes are redeemed in an unauthorized denomination (or, in the case of Global Notes, the Notes to be redeemed will be selected in accordance with the Depositary’s applicable procedures), unless otherwise required by law or applicable stock exchange requirements. Notes redeemed in part must be redeemed in denominations of $2,000 principal amount and higher integral multiples of $1 (subject to the procedures of the Depositary). The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption. Notices of redemption must be mailed or sent electronically by the Company or at the Company’s request, by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 10 30 days but not more than 60 days before the applicable Redemption Dateredemption date in the case of Global Notes, to the Depositary in accordance with the procedures of the Depositary and in the case of certificated Notes, by first class mail, or delivered electronically if held at DTC, to each Holder of Notes to be redeemed at its registered address, except where DTC requires a longer period and except that notice notices of redemption may be mailed or sent electronically more than 60 days before prior to a redemption date if the applicable Redemption Date if such notice is issued in connection with a defeasance of such the Notes pursuant to Section 8.02 or 8.06 of the Base Indenture or a satisfaction and discharge of such Notes pursuant to Section 8.01 of the Base this Indenture. If the Trustee is asked to give notice of redemption to Holders, the Company shall deliver an Officers’ Certificate relating thereto no later than two Business Days (or such shorter time as the Trustee may agree in its sole discretion) before the sending or mailing of such notice; provided that the Trustee may also waive prior delivery of the Officers’ Certificate and any such advance communication to the Trustee of the redemption notice in the Trustee’s sole and absolute discretion. For the avoidance of doubt, the delivery of such Officers’ Certificate and any communication between the Company and the Trustee in connection therewith shall not be disclosed to any Holder or otherwise by the Trustee (except to its legal counsel) before the mailing or sending of notice of redemption without the prior written consent of the Company. If fewer than all of the Notes are being redeemed, the Officers’ Certificate must also specify a record date not less than 10 days after the date of the notice of redemption is given to the Trustee, and the Notes shall be selected for redemption in accordance with the applicable procedures of the Depositary; provided that no Note in a principal amount of $2,000 shall be redeemed in part and no new Notes in a principal amount of $2,000 or less shall be issued in connection with any redemption in part. The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption.

Appears in 1 contract

Samples: Supplemental Indenture (Rex Energy Corp)

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