Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. (b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued. (c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit). (d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 17 contracts
Samples: Thirteenth Supplemental Indenture (Extra Space Storage Inc.), Twelfth Supplemental Indenture (Extra Space Storage Inc.), Eleventh Supplemental Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 13 contracts
Samples: Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Realty Holdings, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, ; (ii2) the CUSIP number or numbers of the Notes being redeemed, ; (iii3) the Redemption Date (which shall be a Business Day), ; (iv4) the Redemption Price at which Notes are to be redeemed, ; (v5) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi6) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Samples: Seventh Supplemental Indenture (Invitation Homes Inc.), Fifth Supplemental Indenture (Invitation Homes Inc.), Supplemental Indenture (Invitation Homes Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on in a pro rata basis, by lot or such other method manner it deems fair and appropriate or as required by the Depositary for Global Notesappropriate, subject to Applicable Procedures (in the case of Global Notes)Procedures, the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 6 contracts
Samples: Seventh Supplemental Indenture (Spirit Realty Capital, Inc.), Supplemental Indenture (Spirit Realty Capital, Inc.), Fifth Supplemental Indenture (Spirit Realty, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, ; (iii) the Redemption Date (which shall be a Business Day), ; (iv) the Redemption Price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Debt Security or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 5 contracts
Samples: Subordinated Indenture (Healthcare Realty Holdings, L.P.), Subordinated Indenture (Healthcare Realty Holdings, L.P.), Senior Indenture (Healthcare Realty Holdings, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 5 contracts
Samples: First Supplemental Indenture (Istar Inc.), Second Supplemental Indenture (Rexford Industrial Realty, Inc.), First Supplemental Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 4 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Samples: Fourth Supplemental Indenture (Radian Group Inc), Third Supplemental Indenture (Radian Group Inc), Second Supplemental Indenture (Radian Group Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or electronic submission transmission) or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or twenty (20) days if the Issuer requests that the Trustee send the notice of redemption, and each case, such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (, on a pro rata basis or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.such other method the Trustee deems fair and appropriate or is required by the
Appears in 3 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall will desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall will fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall will mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shallwill, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall will be prepared by the Company. Such mailing shall will be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall will not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall will specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall will be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that that, unless the Company defaults in the payment of the redemption price, on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice will state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall will identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall will state the portion of the principal amount thereof to be redeemed and shall will state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than five Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to the date notice of redemption is being sent to Holders.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall will be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Samples: Supplemental Indenture (STORE CAPITAL Corp), Supplemental Indenture (STORE CAPITAL Corp), Supplemental Indenture (STORE CAPITAL Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company MAALP shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyMAALP, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company MAALP makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyMAALP. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, MAALP will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company MAALP will deposit with the Paying Agent (or, if the Company MAALP is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company MAALP shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Samples: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or electronic submission transmission) or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or twenty (20) days if the Issuer requests that the Trustee send the notice of redemption, and in each case, such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 3 contracts
Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofon a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary.
Appears in 2 contracts
Samples: Indenture (Kilroy Realty, L.P.), Indenture (Kilroy Realty, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 15 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less fewer than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof). The ) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereofredeemed in accordance with the requirements of the Depositary.
Appears in 2 contracts
Samples: Third Supplemental Indenture (Piedmont Office Realty Trust, Inc.), Second Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.113.12, it shall fix a date for redemption and it or, at its written request (which may be revoked at any time prior to the time on which the Trustee has given notice to the holders of the Notes) received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state, if applicable, the current Put Value Rate and the date on which the right to put such Notes or portions thereof will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.213.13, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenturetrust) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore put to the Company) at the appropriate Redemption Priceredemption price, together with accrued and unpaid interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 13.13 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid interest to, but excluding, the redemption date. If any Note called for redemption is put pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Notes selected for partial redemption are put in excess thereof)part after such selection, the portion of such Note put shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is put in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as have not been put to the Company and are outstanding at the time of redemption, treat as outstanding any Notes put to the Company during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in respect of the unput portion of any Note put to the Company in part during such period.
Appears in 2 contracts
Samples: Indenture (Forest City Enterprises Inc), Indenture (Forest City Enterprises Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten thirty calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on in a pro rata basis, by lot or such other method manner it deems fair and appropriate or as required by the Depositary for Global Notesappropriate, subject to Applicable Procedures (in the case of Global Notes)Procedures, the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: First Supplemental Indenture (Spirit Realty Capital, Inc.), First Supplemental Indenture (Spirit Realty Capital, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.04 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it the Redemption Date. The Issuer or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream for communications to Participants and, so long as the Notes are admitted to trading on the Global Exchange Market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2Date, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will selectTrustee, on a pro rata basis, by lot the Paying Agent or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), Registrar shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 €100,000 and integral multiples of $€1,000 in excess thereof)) as required by Euroclear or Clearstream, as the depositary for the notes, or, if Euroclear and Clearstream prescribes no method of selection, on a pro rata basis, by use of a pool factor. The Notes (or portions thereof) so selected Trustee, the Paying Agent and the Registrar shall not be liable for redemption shall be deemed duly selected for redemption for all purposes hereofany selections of notes made in accordance with this paragraph.
Appears in 2 contracts
Samples: Indenture (Digital Realty Trust, L.P.), Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 15 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: Seventh Supplemental Indenture (Radian Group Inc), Sixth Supplemental Indenture (Radian Group Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee and the Paying Agent not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the TrusteePaying Agent) to the date the notice of redemption is to be sentmailed, the Trustee Paying Agent in the name of and at the expense of the Company, shall mail or cause to be mailedmailed (or in the case of Notes held in book-entry form, or sent by electronic transmission, shall electronically transmit) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes such request of the TrusteePaying Agent, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release through Dow Xxxxx & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release to publish such information or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)Date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than fifteen (c15) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged Price; provided, however, that neither the Trustee has no obligation nor the Paying Agent shall be under any liability for interest on any money received by it hereunder except as otherwise agreed to invest any such deposit).
(d) with the Company in writing. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and 25 or integral multiples of $1,000 25 in excess thereof) (a) 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, (b) if the Notes are Global Notes but are not listed on any national securities exchange, by lot or by such other similar method in accordance with the procedures of DTC and (c) if the Notes are not listed on any national securities exchange and are not Global Notes, on a pro rata basis (to the extent practicable). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: Second Supplemental Indenture (KKR Financial Holdings LLC), First Supplemental Indenture (KKR Financial Holdings LLC)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method as it deems fair and appropriate or or, if applicable, as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Safehold Inc.), Fourth Supplemental Indenture (Safehold Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures), or cause to be mailed, mailed or sent by electronic transmissionelectronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), a notice of such redemption not fewer than ten calendar at least 10 days but not more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Registerredeemed; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be by first class mail a Business Day), (iv) the Redemption Price (or by electronic transmissionthe method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that, unless the Issuer defaults in the payment of the Redemption Price, on and after the Redemption Date Interest will cease to accrue on the Notes or portions thereof called for redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). The notice, if sent mailed, electronically delivered or otherwise transmitted in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such . Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall specify: (i) the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If not fewer than all 30 days (or such shorter period of time as may be acceptable to the Notes are Trustee) prior to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemedPrice, the Trustee will selecttogether with accrued and unpaid Interest, if any, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof to be redeemed. In the case of a partial redemption, selection of the Global Notes for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair. No Notes of a principal amount of $2,000 or less will be redeemed in certificated form part. If any Note is to be redeemed (in minimum denominations part only, the notice of $2,000 and integral multiples redemption that relates to the Note will state the portion of $1,000 the principal amount of the Note to be redeemed. A new Note in excess thereof)a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. The For so long as the Notes are held by DTC (or portions thereof) so selected for another Depositary), the redemption of the Notes shall be deemed duly selected for redemption for all purposes hereofdone in accordance with the policies and procedures of the Depositary.
Appears in 2 contracts
Samples: Fifth Supplemental Indenture (Piedmont Office Realty Trust, Inc.), Fourth Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five ten Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the “Redemption Notice”) is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailedmailed (or, or if The Depository Trust Company is the sole holder of Notes, sent by via electronic transmission, a notice of such redemption mail) the Redemption Notice not fewer than ten 35 calendar days but not nor more than sixty 60 calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, redeemed (if then generally in use);
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to exchange the Notes called for redemption;
(viii) the Exchange Rate on the date of such notice;
(ix) the time and the date on which the right to exchange such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company Company, the Issuer or a Subsidiary Guarantors is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 7.05, if any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company, the Issuer or any of the Subsidiary Guarantors, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers’ Certificate as to invest any the aggregate Principal Amount of Notes to be redeemed not fewer than 10 Business Days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the mailing of the Redemption Notice to the holders.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are not exchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the not exchanged portion of any Note exchanged in part during such period.
Appears in 2 contracts
Samples: Indenture (O Reilly Automotive Inc), Indenture (CSK Auto Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate or that is required by the Depositary. If any Note selected for redemption is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 2 contracts
Samples: Indenture (Medical Properties Trust Inc), Indenture (Medical Properties Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all oror any part, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five ten (10) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer and provided to the Trustee along with Issuer’s written request to exercise its redemption right. Such mailing of the redemption notice shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis (random by lot) or as required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: Indenture (Sabra Health Care REIT, Inc.), Indenture (Care Capital Properties, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 2 contracts
Samples: Supplemental Indenture (Digital Realty Trust, L.P.), Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment payment, and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excludingNotes. Such notice shall also state the current Conversion Rate, the Redemption Date date on which the right to convert such Notes or portions thereof will be paid as specified expire and whether the Company has elected to pay the Net Share Amount in said notice, and that on and after said date interest thereon or on the portion thereof cash pursuant to be redeemed will cease to accrueSection 15.02(c). If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain earnings on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that of all Notes to be redeemed on such date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 2 contracts
Samples: Indenture (On Semiconductor Corp), Indenture (On Semiconductor Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of 2020 Notes or 2025 Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrueaccrue and (vii) whether the notice is conditional upon or subject to the happening of any event. If a notice is conditional upon or subject to the happening of any event and such event or events do not occur, the Company shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than five (5) calendar days prior to the Redemption Date to each Holder of Notes stating that such notice has been revoked. If fewer than all the 2020 Notes or 2025 Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any 2020 Note or 2025 Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding 2020 Notes or 2025 Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by shall select Notes of the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes applicable series or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 in excess or multiples thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty-five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first first-class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date; provided, however, that in the event the Company requests that the Trustee send notice of redemption to Holders, such written notice of the Redemption Date from the Company will be provided to the Trustee not fewer than twenty (20) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not twenty-three (23) Scheduled Trading Days nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless the non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (Sl Green Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 10 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior . Subject to the Section 8.03(e), a Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Notice shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)irrevocable.
(d) If less fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Global Notes, the Depositary will select the Notes to be redeemed. If fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Physical Notes, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and or integral multiples of $1,000 in excess thereof)) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate. The No Notes of a principal amount of $2,000 or less will be redeemed in part.
(e) Any redemption of the Notes may, at the Company’s discretion, be subject to one or portions thereof) so selected for redemption shall more conditions precedent. Any related Redemption Notice will describe the conditions precedent and, at the Company’s discretion, will indicate that the Redemption Date may be deemed duly selected for redemption for delayed or the Redemption Notice rescinded if all purposes hereofsuch conditions precedent have not been satisfied or waived by the Company.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.18.02, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 65 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail provide or cause to be mailed, or sent by electronic transmission, provided a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. .
(b) The noticeRedemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(vi) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the . A Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Notice shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)irrevocable.
(d) If less fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Global Notes, the Depositary will select the Notes to be redeemed. If fewer than all of the outstanding Notes are to be redeemed and the Notes are in the form of Physical Notes, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and or integral multiples of $1,000 in excess thereof). The Notes () by lot, on a pro rata basis or portions thereof) so selected for redemption shall by another method the Trustee considers to be deemed duly selected for redemption for all purposes hereoffair and appropriate.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not fifty-five (55) Scheduled Trading Days nor more than sixty calendar days seventy-five (75) Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) either (1) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (2) the Issuer will withhold under Section 1445 of the Code in connection with such exchange if (a) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether the Guarantor is, a “domestically controlled qualified investment entity” as defined in Section 897(h) of the Code, or (b) there has been a change in relevant law, facts, or circumstances such that the Issuer, after reasonable efforts, believes that it is appropriate to withhold under Section 1445 of the Code, unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifty-five (c55) Scheduled Trading Days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may, but will not be required to, solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may, but will not be required to, treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (Kilroy Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not twenty-three (23) Scheduled Trading Days nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) whether the Company has determined that it is not a “domestically controlled investment entity” as defined in Section 897 of the Internal Revenue Code and, therefore, will withhold under Section 1445 of the Internal Revenue Code unless a non-U.S. Noteholder would not be treated as having owned (under all applicable rules for direct, indirect, and constructive ownership) more than five percent of the fair market value of the Common Stock during the applicable testing period. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days calendar days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.excess
Appears in 1 contract
Samples: First Supplemental Indenture (Phillips Edison Grocery Center Operating Partnership I, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.116.01, it shall fix a date for redemption Redemption Date and it or, at its written request received by the Trustee not fewer less than five 5 Business Days prior to the date such Notice of Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice written Notice of Redemption of such redemption Optional Redemption not fewer less than ten calendar days but not 25 Scheduled Trading Days nor more than sixty calendar days 45 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Register; (provided that if the Company makes such request elects (or is deemed to elect) Physical Settlement for conversions that occur during the related Redemption Period, the Company may provide not less than 5 Scheduled Trading Days’ nor more than 45 Scheduled Trading Days’ written Notice of the Trustee, it shall, together with such request, also give written notice of Redemption before the Redemption Date Date) to the Trustee, provided further that the text of Conversion Agent (if other than the notice shall be prepared by Trustee), the Company. Such mailing shall be by first class mail or by electronic transmission. The noticePaying Agent, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the and each Holder of any Note designated for redemption Notes so to be redeemed as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Notepart.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Notes to be redeemed will be selected according to the Depositary’s applicable procedures, in the case of Notes represented by a Global Note, or, in the case of Notes represented by Physical Notes, the Trustee will shall select, on a pro rata basis, by lot or in such other method manner as it deems shall deem appropriate and fair and appropriate in accordance with the Depositary’s applicable procedures, Notes to be redeemed in whole or in part. If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as required by may be possible) to be the Depositary portion selected for Global Notesredemption, subject to Applicable Procedures (subject, in the case of Notes represented by a Global Notes)Note, to the Depositary’s applicable procedures. Unless context requires otherwise, all references in this Indenture to Redemption Dates, Redemption Notice Dates, Redemption Periods and Redemption Prices in this Indenture refer to Redemption Dates, Redemption Notice Dates, Redemption Periods and Redemption Prices for each of an Optional Redemption, Cleanup Redemption or Tax Redemption, as applicable, in each case other than in connection with any increase in the Conversion Rate for the Notes or portions thereof of the Global Notes or the Notes described in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofSection 14.03.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream Banking for communications to Participants and, so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the regulated market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.03, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and £100,000 or integral multiples of $£1,000 in excess thereof)) by lot, on a pro rata basis by use of a pool factor or by another method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in excess thereof)accordance with DTC Procedures. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to, but excluding, the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to, but excluding, the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Applicable Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of redemption shall identify the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed redeemed, not fewer than 5 Business Days prior (including CUSIP numbers, if any). In case any Note is or such shorter period of time as may be acceptable to be redeemed in part only, the Trustee) to the date the notice of redemption shall state the portion of the principal amount thereof is to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) mailed. . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate. Global Notes shall be selected in accordance with the standard procedures of $1,000 the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof). The ) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereofredeemed in accordance with the requirements of the Depositary.
Appears in 1 contract
Samples: First Supplemental Indenture (Piedmont Office Realty Trust, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty calendar days but not nor more than sixty calendar days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert such Notes or portions thereof into Common Stock will expire, (x) whether the Company has elected to pay upon such conversion cash or a combination of cash and shares of Common Stock in lieu of delivery of shares of Common Stock only and, if so, the portion of the Conversion Obligation to be so paid in cash (specified as a percentage of the Conversion Obligation or a fixed dollar amount) and the date on which the Cash Settlement Averaging Period will begin, (xi) the formula for determining the number of shares and/or the amount of cash to be delivered to the holder upon conversion pursuant to Section 15.12 and (xii) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the redemption date, together with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty calendar days (cor such shorter period of time as may be acceptable to the Trustee) prior to the redemption date. On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Dateredemption date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the Trustee has no obligation redemption date. If any Note called for redemption is converted pursuant hereto prior to invest such redemption date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such deposit).
(d) Note shall be paid to the Company or, if then held by the Company, shall be discharged from such trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.16.02, it (i) the Company shall fix a date for redemption and it orwhich must be a Business Day (each, at its a “Redemption Date”), (ii) the Company shall send a written request received by the Trustee not fewer than five Business Days prior notice of such Optional Redemption (or such shorter period of time as may be acceptable to the Trusteea “Redemption Notice”) to the date the notice Trustee and Holders of redemption is to be sent, the Trustee Notes at their addresses set forth in the name of and at the expense register of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption Security Registrar not fewer less than ten 35 calendar days but not nor more than sixty 60 calendar days prior to immediately preceding the Redemption Date to each Holder (the date on which such Redemption Notice is delivered, the “Redemption Notice Date”); and (iii) if the Company does not redeem all of the Notes, (A) the Trustee shall select the Notes or portions of Notes to be redeemed at its last address redeemed, in principal amounts of $1,000 or integral multiples of $1,000, in accordance with applicable procedures of the Depositary or if the Depositary does not prescribe a method of selection, on a pro rata basis, by lot or in accordance with any such method as the same appears on Trustee deems fair and appropriate and (B) the Register; provided that if Trustee shall notify the Company makes such request promptly of the Trustee, it shall, together with such request, also give written notice Notes or portions of the Redemption Date Notes to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated called for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Noteredemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes to be redeemed, Redemption Date;
(ii) the CUSIP number or numbers of the Notes being redeemed, Redemption Price;
(iii) that Holders may surrender their Notes for conversion at any time during the Redemption Date (which shall be a Business Day), Period in accordance with the procedures set forth in Article 5;
(iv) the Conversion Rate then in effect and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 5.02;
(v) the procedures a converting Holder must follow to convert its Notes;
(vi) that on the Redemption Date, the Redemption Price at which Notes are will become due and payable upon each such Note, and that Interest thereon, if any, shall cease to be redeemed, accrue on and after said date;
(vvii) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(viii) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued. At the Company’s written request and expense, the Trustee shall give the Redemption Notice to each Holder of Notes to be redeemed in the Company’s name and at the Company’s expense, provided, however, that the Company has delivered to the Trustee at least 5 Business Days prior to the notice date (unless a shorter notice shall be satisfactory to the Trustee) an Officers’ Certificate requesting that the Trustee give such Redemption Notice, which shall be attached by exhibit thereto.
(c) On or prior to At the time that a Redemption Date specified in the notice of redemption given as provided in this Section 4.2Notice is provided, the Company will deposit with publish a notice containing the Paying Agent information contained in subsections (or, if b)(i)-(ix) above in a newspaper of general circulation in The City of New York or publish such information on the Company’s website or through such other public medium as the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption may use at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Outstanding Notes are to be redeemed, and the Trustee notes are Global Securities, the Notes to be redeemed will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required be selected by the Depositary for Global Notes, subject to Applicable Procedures (in accordance with the case of Global Notes), Depositary’s applicable procedures. If the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (are not Global Securities, the Trustee shall select the Notes to be redeemed in minimum denominations principal amounts of $2,000 and 1,000 or an integral multiples multiple of $1,000 in excess thereof)thereof by lot, pro rata or by another method the Trustee considers fair and appropriate. The If a portion of a Holder’s Notes (or portions thereof) so is selected for redemption shall and such Holder converts a portion of its Notes, such converted portion will be deemed duly to be of the portion selected for redemption for all purposes hereofredemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in excess thereof)accordance with the Applicable Procedures. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, also shall give substantially concurrent written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. Notes of portions of Notes that are converted into Common Stock in accordance with the terms of this Indenture after the delivery of a notice of redemption set forth above shall not be subject to redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.the
Appears in 1 contract
Samples: Indenture (First Industrial Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided PROVIDED that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided PROVIDED that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Jetblue Airways Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionIssuer. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly givendelivered, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Issuer shall issue a press release announcing such redemption or post notice of such redemption on its website or otherwise distribute a notice through such public medium as the Issuer deems appropriate, the form and content of which press release or notice shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or notice or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire, and (x) either (aa) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (bb) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether it is, “a domestically controlled qualified investment entity” as defined in Section 897(h) of the Code and, therefore, will withhold under Section 1445 of the Code in connection with such exchange unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled If any Note called for redemption is exchanged pursuant hereto prior to retain such Redemption Date, any interest, yield or gain on amounts money deposited with the Paying Agent pursuant or so segregated and held in trust for the redemption of such Note shall be paid to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Issuer or, if then held by the Trustee has no obligation to invest any Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the delivery of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the delivery of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (Extra Space Storage Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers' Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty-five (c35) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Lexington Realty Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers of the Notes being redeemed, ; (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), ; (iv) the Redemption Price redemption price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue; (vii) that the holder has a right to convert the Notes called for redemption; (viii) the Conversion Rate on the date of such notice; and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.2, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.4) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.2 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (ai) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.04(A), it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five Business Days prior (shall deliver electronically or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailedmailed by first-class mail, or sent by electronic transmissionpostage prepaid, a notice notices of such redemption Optional Redemption along with a certification that the Equity Conditions have been satisfied on such date (a “Notice of Redemption”) (in all cases, the text of such Notice of Redemption shall be prepared by the Company) not fewer less than ten calendar days but not twenty (20) Trading Days nor more than sixty calendar days (60) Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Registerin whole or in part; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text Paying Agent and the Conversion Agent. In the case of the notice shall any Optional Redemption in part, Holders of Notes not called for Optional Redemption will not be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionentitled to an increased Conversion Rate for such Notes in accordance with Section 5.07 and Section 4.04(B)(iii). The noticeRedemption Date must be a Business Day.
(ii) The Notice of Redemption, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the a Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Notice of Redemption or any defect in the notice Notice of Redemption to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(biii) Each such notice Notice of redemption Redemption shall specify: :
(i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii1) the Redemption Date (which shall must be a Business Day), ;
(iv2) the Redemption Price;
(3) that on the Redemption Date, the Redemption Price at which Notes are will become due and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Date;
(v4) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(5) that Holders may surrender their Notes for conversion at any time prior to the close of business on the second (2nd) Trading Day immediately preceding the Redemption Date;
(6) the procedures a converting Holder must follow to convert its Notes and the forms and amounts of consideration payable by the Company upon conversion;
(7) the Conversion Rate;
(8) the CUSIP, the notice of redemption shall identify the Notes to be redeemed (including CUSIP ISIN or other similar numbers, if any). In , assigned to such Notes; and
(9) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued, which principal amount must be $1,000 or an integral multiple in excess thereof. A Notice of Redemption shall be irrevocable.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(div) If less fewer than all of the outstanding Notes are to be redeemedredeemed and the Notes to be redeemed are Global Notes, the Notes to be redeemed shall be selected by the Depositary in accordance with the applicable rules and procedures of the Depositary. If fewer than all of the outstanding Notes are to be redeemed and the Notes to be redeemed are not Global Notes, the Trustee will selectshall select the Notes or portions thereof to be redeemed (in principal amounts of $1,000 or integral multiples in excess thereof) by lot, on a pro rata basis, basis or by lot or such other another method it deems the Trustee considers to be fair and appropriate or appropriate. If any Note selected for partial redemption is submitted for conversion in part after such selection, the portion of the Note submitted for conversion shall be deemed (so far as required by may be possible) to be the Depositary portion selected for Global Notesredemption, subject to Applicable Procedures (subject, in the case of Notes represented by a Global Notes)Note, to the Notes or portions thereof Depositary’s applicable procedures. If fewer than all of the Global outstanding Notes or the Notes in certificated form are to be redeemed and the Holder of any Note (or any owner of a beneficial interest in minimum denominations any Global Note) is reasonably not able to determine, before the close of $2,000 business on the tenth (10th) Scheduled Trading Day immediately before the relevant Redemption Date, whether such Note or beneficial interest, as applicable, is to be redeemed pursuant to such redemption, then such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, at any time before the close of business on the second (2nd) Trading Day prior to such Redemption Date, unless the Company defaults in the payment of the Redemption Price pursuant to Section 7.01(A), in which case such Holder or owner, as applicable, will be entitled to convert such Note or beneficial interest, as applicable, until the Redemption Price has been paid or duly provided for, and integral multiples each such conversion will be deemed to be of $1,000 in excess thereof)a Note called for redemption. The Notes (or portions thereof) so selected for redemption Trustee shall not be deemed duly selected for redemption for all purposes hereofobligated to make any determination in connection with the foregoing.
Appears in 1 contract
Samples: Indenture (Workhorse Group Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered to the Holders, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date (except that notice of redemption may be given more than sixty (60) calendar days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture) to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing delivery shall be by first class mail or by electronic transmissionmade through the facilities of the Depositary. The notice, if sent in delivered through the manner herein providedfacilities of the Depositary, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notice of any redemption may, in the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived. If any condition precedent provided for in the notice of redemption has not been satisfied following delivery of such notice pursuant to this Section 3.02, the Issuer shall notify the Trustee in writing prior to the close of business two (2) Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice by the Trustee, (i) the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice; and (ii) the Trustee shall deliver such notice to each Holder in the same manner in which the notice of redemption was given. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and (vii) any conditions precedent to such redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice five (c5) Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to when the date notice of the redemption is due to applicable Holders, together with an Officers’ Certificate with the information in set forth in the immediately preceding paragraph and shall authorize and direct the Trustee to post the notice of redemption to applicable Holders. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. On or prior to the Redemption Date, the Issuer will give the Trustee has no obligation an Officers’ Certificate and Opinion of Counsel each stating that all conditions precedent to invest any such deposit).
(d) Redemption have been satisfied and the Officers’ Certificate shall also authorize and direct the Trustee to apply the redemption funds towards the redemption of the Notes on the Redemption Date. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Definitive Notes), the Trustee shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or, in the case of Global Notes, in accordance with the policies and procedures as is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (AFC Gamma, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the “Redemption Notice”) is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption mailed the Redemption Notice not fewer than ten twenty calendar days but not nor more than sixty calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, ;
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to convert the Notes called for redemption;
(viii) the Conversion Rate on the date of such notice;
(ix) the time and the date on which the right to convert such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company or the Subsidiary Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 8.05, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company or the Subsidiary Guarantor, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers’ Certificate not fewer than thirty days (or such shorter period of time as may be acceptable to invest any such deposit)the Trustee) prior to the Redemption Date as to the aggregate Principal Amount of Notes to be redeemed.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Ryerson Tull Inc /De/)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar 30 days but not nor more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers and ISIN number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon Interest on Notes or on the portion thereof portions of Notes to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than 30 days (cor such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if other than the Company is Issuer or the Guarantor acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price, together with accrued and unpaid Interest, if any, on the Trustee has no obligation Notes or portions thereof to invest any such deposit).
(d) be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof)) on a pro rata basis, by lot or by another method the Trustee deems fair and appropriate, in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances; provided, however, that so long as the Depositary or its nominee is the registered owner of a Global Note, the Notes will be redeemed in accordance with the requirements of the Depositary. The For purposes of clarity, pro rata means that no distinction shall be made between Restricted Notes, Exchange Securities and any other Notes in selecting Notes (or portions thereof) so selected for redemption shall to be deemed duly selected for redemption for all purposes hereofredeemed.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, in accordance with the procedures of the Depositary, a notice of such redemption not fewer than ten thirty (30) calendar days but not more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register maintained by the Registrar; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission, in accordance with the procedures of the Depositary. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission transmission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, ; (ii2) the CUSIP number or numbers of the Notes being redeemed, ; (iii3) the Redemption Date (which shall be a Business Day), ; (iv4) the Redemption Price at which Notes are to be redeemed, ; (v5) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi6) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemedredeemed at the Company’s option, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 25 and integral multiples of $1,000 25 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: First Supplemental Indenture (Angel Oak Mortgage REIT, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures; provided that for so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment payment, and that payment will be made upon presentation and surrender of such Notes. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date or portions thereof into Common Stock will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrueexpire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Priceredemption price; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (On Semiconductor Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days calendar days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten 10 calendar days but not more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes (or portions thereof) to be redeemed at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, select the Notes to be redeemed by lot or such other method as it deems fair and appropriate or or, if applicable, as is required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Second Supplemental Indenture (Phillips Edison & Company, Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the "Redemption Date") and it or, at its written request (which request must include the information listed in Section 3.02(b) and be received by the Trustee not fewer than thirty-five Business Days (35) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a "Redemption Notice") not fewer than ten calendar days but not twenty (20) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, up to but excluding, not including the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Shares will expire. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar number or numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Trustee or with one or more Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) Agents an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Shares) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. Subject to the last sentence of Section 7.05, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Company will give the Trustee will select, on a pro rata basis, by lot written notice in the form of an Officers' Certificate not fewer than thirty-five (35) days (or such other method it deems fair and appropriate or shorter period of time as required by may be acceptable to the Depositary for Global Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If the Company opts to redeem less than all of the Outstanding Notes, subject the Trustee shall select or cause to Applicable Procedures (in the case of Global Notes), be selected the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or whole multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Xoma LTD /De/)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five fifteen (15) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the Company, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register, so long as the information required by this Section 3.02 is provided to the Trustee at the time the Trustee is given the notice pursuant to this Section 3.02; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing delivery shall be effected by first class mail or by electronic transmissionor, in the case of Global Notes, in accordance with the applicable procedures of the Depositary. The notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the delivery of any such notice of redemption, the Company shall issue a press release through Dow Xxxxx & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release or to publish such information or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (ia) the aggregate principal amount of Notes to be redeemed, (iib) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iiic) the Redemption Date (which shall be a Business Day)Date, (ivd) the Redemption Price at which Notes are to be redeemed, (ve) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vif) that interest accrued and unpaid to, but excludingnot including, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, as provided in Section 3.03. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee and the Paying Agent written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than fifteen (c15) On or calendar days prior to the Redemption Date specified in date the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such datedelivered. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and 25 or integral multiples of $1,000 25 in excess thereof) (a) 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, (b) if the Notes are Global Notes but are not listed on any national securities exchange, by lot or by such other similar method in accordance with the procedures of the Depositary and (c) if the Notes are not listed on any national securities exchange and are not Global Notes, on a pro rata basis (to the extent practicable). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes, and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request (which may be revoked at any time prior to the time on which the Trustee has given notice to the holders of the Notes) received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with, or promptly following, the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes Notes, that Interest and (vi) that interest Additional Amounts, if any, accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest Interest and Additional Amounts, if any, thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes pursuant to Article 17 will expire. If fewer than all the Outstanding Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentpaying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture6.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion pursuant to Article 17) at the appropriate Redemption Priceredemption price, together with accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued and unpaid Interest and Additional Amounts, if any, to, but excluding, the redemption date. If any Note called for redemption is converted pursuant hereto prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers' Certificate not fewer than forty-five (45) days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will selectshall select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis, basis or by lot or such other another method it the Trustee deems fair and appropriate or as required by the Depositary appropriate. If any Note selected for Global Notes, subject to Applicable Procedures (partial redemption is submitted for conversion in the case of Global Notes)part after such selection, the Notes or portions thereof portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be part of the Global Notes or the Notes in certificated form portion to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof)selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Conexant Systems Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall will desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall will fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall will mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten (10) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shallwill, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall will be prepared by the Company. Such mailing shall will be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall will be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall will not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall will specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall will be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that that, unless the Company defaults in the payment of the redemption price, on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice will state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions will be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions will not have been satisfied by the Redemption Date, or by the Redemption Date so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall will identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall will state the portion of the principal amount thereof to be redeemed and shall will state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officer’s Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than five Business Days (or such shorter period of time as may be acceptable to the Trustee) prior to the date notice of redemption is being sent to Holders.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall will be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depositary; provided, however, that so long as the notes are represented by one or more Global Notes, interests in such Global Notes will be selected for redemption by DTC in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall will be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1501, 501-1 or 501-2 hereof, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer than fourty-five Business Days prior (45) days (or such shorter period of time as may be acceptable to the Trustee) prior to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar days (60) days, in the case of a redemption pursuant to Section 501-1 hereof, or not fewer than twenty (20) nor more than forty (40) days, in the case of a redemption pursuant to Section 501 or 501-2 prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes Issuer shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall be irrevocable and shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert such Notes or portions thereof will expire, (x) the method of calculating the number of ADSs to be delivered to the Holder upon conversion pursuant to Article Five of this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date (xi) that the Issuer will pay cash for fractional interests in Ordinary Shares, if any, as provided in this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date and (xii) in case of a redemption pursuant to Section 501-2 hereof, that each Holder will have the right to elect that its Notes should not be redeemed and that the Issuer shall thereafter have no obligation to pay Additional Amounts in respect of any payments on the Notes after the due date set for such redemption and payment of any amount on the Notes shall be subject to the deduction or withholding of the taxation to be withheld. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2502, the Company Issuer will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company Issuer is acting as its own the Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 1003 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Ordinary Shares) at the appropriate Redemption Price, together with accrued interest and Additional Amounts, if any, to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 502 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but excluding, the Redemption Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note and accrued interest thereon to, but excluding, the Redemption Date shall be paid to invest the Issuer upon its written request, or, if then held by the Issuer, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 501, 501-1 or 501-2 hereof, the Issuer will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If In the event that less than all of the outstanding Notes are to be redeemedredeemed pursuant to a redemption at the option of the Issuer, selection of the Notes for redemption will be made by the Trustee will selectin compliance with the rules of the national securities exchange, if any, on which the Notes are then listed or, if the Notes are not then listed, on a pro rata basis, by lot or by such other method it deems as the Trustee shall deem fair and appropriate or as required by the Depositary appropriate; provided, however, that no Notes of a principal amount of less than $100,000 shall be redeemed in part. If any Note selected for Global Notes, subject to Applicable Procedures (partial redemption is submitted for conversion in the case of Global Notes)part after such selection, the Notes or portions thereof portion of the Global Notes or the Notes in certificated form such Note submitted for conversion shall be deemed (so far as may be possible) to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof)the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption.
(e) Upon any redemption of less than all of the Outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all of the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all of the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the "REDEMPTION DATE") and it or, at its written request received by the Trustee not fewer than five ten Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice (which notice shall be prepared by the Company) of such redemption (the "REDEMPTION NOTICE") is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption mailed the Redemption Notice not fewer than ten 35 calendar days but not nor more than sixty 60 calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount Principal Amount of Notes to be redeemed, ;
(ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, redeemed (if then generally in use);
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes;
(vi) that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue;
(vii) that the holder has the right to exchange the Notes called for redemption;
(viii) the Exchange Rate on the date of such notice;
(ix) the time and the date on which the right to exchange such Notes or portions thereof into Common Stock will expire; and
(x) that the Company will pay cash for fractional interests in shares of Common Stock, if any, as provided in this Indenture. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount Principal Amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount Principal Amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent (or, if the Company Company, the Issuer or a Subsidiary Guarantors is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange into Common Stock) at the appropriate Redemption PricePrice plus accrued and unpaid interest to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but not including, the Redemption Date. Subject to the last sentence of Section 7.05, if any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company upon its written request, or, if then held by the Company, the Issuer or any of the Subsidiary Guarantors, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee has no obligation written notice in the form of an Officers' Certificate as to invest any the aggregate Principal Amount of Notes to be redeemed not fewer than 10 Business Days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the mailing of the Redemption Notice to the holders.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples Principal Amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for exchange in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are not exchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the not exchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (CSK Auto Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty-five (35) Scheduled Trading Days nor more than sixty calendar days fifty-five (55) Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire and (x) either (1) the Issuer will not withhold under Section 1445 of the Code in connection with such exchange, or (2) the Issuer will withhold under Section 1445 of the Code in connection with such exchange if (a) the Issuer, after reasonable efforts, believes that the Guarantor is not, or has not been able to determine whether the Guarantor is, a “domestically controlled qualified investment entity” as defined in Section 897(h) of the Code, or (b) there has been a change in relevant law, facts, or circumstances such that the Issuer, after reasonable efforts, believes that it is appropriate to withhold under Section 1445 of the Code, unless another exception to withholding is available at such time. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Such mailing shall be by first class mail. The notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than thirty-five (c35) Scheduled Trading Days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may, but will not be required to, solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may, but will not be required to, treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (Kilroy Realty Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes of a Series pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes of such Series so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note of a Series called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes of such Series to be redeemed, (ii) the CUSIP number or numbers of the Notes of such Series being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes of such Series are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes of a Series are to be redeemed, the notice of redemption shall identify the Notes of such Series to be redeemed (including CUSIP numbers, if any). In case any Note of a Series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes of such Series (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes of a Series are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes of such Series or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate in accordance with the Applicable Procedures. The Notes of such Series (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request (which request must include the information listed in and be received by the Trustee not fewer than thirty-five Business Days (35) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date), the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a “Redemption Notice”) not fewer than ten calendar days but not twenty (20) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, up to but excluding, not including the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Shares will expire. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar number or numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.2, the Company will deposit with the Trustee or with one or more Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) Agents an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Shares) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. Subject to the last sentence of , if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Company will give the Trustee will select, on a pro rata basis, by lot written notice in the form of an Officers’ Certificate not fewer than thirty-five (35) days (or such other method it deems fair and appropriate or shorter period of time as required by may be acceptable to the Depositary for Global Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If the Company opts to redeem less than all of the Outstanding Notes, subject the Trustee shall select or cause to Applicable Procedures (in the case of Global Notes), be selected the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than forty-five Business Days (45) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentfixed for redemption, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date redemption date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the RegisterNote register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, also shall give substantially concurrent written notice of the Redemption Date redemption date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedredeemed (if then generally in use), (iii) the Redemption Date date (which shall be a Business Day) fixed for redemption (the “Redemption Date”), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof will expire. Notes or portions of Notes that are converted in accordance with the terms after the delivery of a notice of redemption set forth above shall not be subject to redemption. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Dateredemption date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date redemption date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will deposit with the Paying Agent Trustee or with one or more paying agents (or, if the Company is acting as its own Paying Agentthe paying agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date redemption date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion in accordance with this Indenture) at the appropriate Redemption Priceredemption price, together with accrued interest to, but excluding, the redemption date; provided that if such payment is made on the Redemption Date, redemption date it must be received by the Paying AgentTrustee or paying agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent Trustee or any paying agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that redemption price and accrued interest to, but excluding, the redemption date. If any Note called for redemption is converted pursuant to this Indenture prior to such redemption date, any money deposited with the Trustee has no obligation or any paying agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 3.01, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than 45 days (or such deposit).
(dshorter period of time as may be acceptable to the Trustee) prior to the redemption date as to the aggregate principal amount of Notes to be redeemed. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Agco Corp /De)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 or 3.02, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty forty five (45) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the sending of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. While the Notes are represented by Global Notes, notice may be given to Euroclear or Clearstream Banking for communications to Participants and, so long as the Notes are listed on the Official List of the Irish Stock Exchange and admitted for trading on the regulated market and, in connection with any redemption, the Issuer will forthwith notify the Irish Stock Exchange of any change in the principal amount of Notes outstanding. So long as the Notes are listed on the Irish Stock Exchange, the Issuer shall notify, or cause to be notified, such Stock Exchange of each redemption of Notes made pursuant to this Indenture. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP Common Code and ISIN number or codes and numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)) and the record date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP Common Codes and ISIN numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) . On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.03, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 10.00 a.m., New York City London time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.03 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will selectTrustee, on a pro rata basis, by lot the Paying Agent or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), Registrar shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and €100,000 or integral multiples of $€1,000 in excess thereof)) as required by the Depositary or, if the Depositary prescribes no method of selection, on a pro rata basis. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five two Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or electronically deliver (or otherwise transmit in accordance with the Depositary’s procedures), or cause to be mailed, mailed or sent by electronic transmissionelectronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures), a notice of such redemption not fewer than ten calendar at least 10 days but not more than sixty calendar 60 days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registerredeemed; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionIssuer. The notice, if sent mailed, electronically delivered or otherwise transmitted in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: :
(i) the aggregate principal amount of Notes to be redeemed, ;
(ii) the CUSIP number or numbers of the Notes being redeemed, ;
(iii) the Redemption Date (which shall be a Business Day), ;
(iv) the Redemption Price (or the method of calculating such Redemption Price) at which Notes are to be redeemed, ;
(v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; and
(vi) that interest Interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on that, unless the portion thereof to be redeemed will cease to accrue. If fewer than all Issuer defaults in the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion payment of the principal amount thereof to be redeemed and shall state thatRedemption Price, on and after the Redemption Date, upon surrender of such Note, a new Note Date Interest will cease to accrue on the Notes or Note in principal amount equal to the unredeemed portion portions thereof will be issuedcalled for redemption.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.2, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 311 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price, together with accrued and unpaid Interest, if any, on the Notes or portions thereof to be redeemed; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all In the case of a partial redemption, selection of the outstanding Notes are to for redemption will be redeemed, the Trustee will select, on a made pro rata basisrata, by lot or by such other method it as the Trustee in its sole discretion deems fair appropriate and appropriate fair. No Notes of a principal amount of $2,000 or as required by less will be redeemed in part. If any Note is to be redeemed in part only, the Depositary for Global Notes, subject notice of redemption that relates to Applicable Procedures (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 the case name of Global Notesthe 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 Notes or portions thereof redemption of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereofdone in accordance with the policies and procedures of the Depositary.
Appears in 1 contract
Samples: First Supplemental Indenture (Cousins Properties Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1501, 501-1 or 501-2 hereof, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer than forty-five Business Days prior (45) days (or such shorter period of time as may be acceptable to the Trustee) prior to the date the notice of redemption is to be sentdelivered, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten calendar days but not thirty (30) nor more than sixty calendar days (60) days, in the case of a redemption pursuant to Section 501-1 hereof, or not fewer than twenty (20) nor more than forty (40) days, in the case of a redemption pursuant to Section 501 or 501-2 prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes Issuer shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall be irrevocable and shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice, (ix) the time and date on which the right to convert such Notes or portions thereof will expire, (x) the method of calculating the number of ADSs to be delivered to the Holder upon conversion pursuant to Article Five of this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date (xi) that the Issuer will pay cash for fractional interests in Ordinary Shares, if any, as provided in this First Supplemental Indenture with respect to any conversions made prior to the Redemption Date and (xii) in case of a redemption pursuant to Section 501-2 hereof, that each Holder will have the right to elect that its Notes should not be redeemed and that the Issuer shall thereafter have no obligation to pay Additional Amounts in respect of any payments on the Notes after the due date set for such redemption and payment of any amount on the Notes shall be subject to the deduction or withholding of the taxation to be withheld. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2502, the Company Issuer will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company Issuer is acting as its own the Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 1003 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Ordinary Shares) at the appropriate Redemption Price, together with accrued interest and Additional Amounts, if any, to, but excluding, the Redemption Date; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., 10:00 a.m. New York City time, time on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 502 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but excluding, the Redemption Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note and accrued interest thereon to, but excluding, the Redemption Date shall be paid to invest the Issuer upon its written request, or, if then held by the Issuer, shall be discharged from such trust. Whenever any Notes are to be redeemed pursuant to Section 501, 501-1 or 501-2 hereof, the Issuer will give the Trustee written notice in the form of an Officers’ Certificate not fewer than forty-five (45) days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If In the event that less than all of the outstanding Notes are to be redeemedredeemed pursuant to a redemption at the option of the Issuer, selection of the Notes for redemption will be made by the Trustee will selectin compliance with the rules of the national securities exchange, if any, on which the Notes are then listed or, if the Notes are not then listed, on a pro rata basis, by lot or by such other method it deems as the Trustee shall deem fair and appropriate or as required by the Depositary appropriate; provided, however, that no Notes of a principal amount of less than $100,000 shall be redeemed in part. If any Note selected for Global Notes, subject to Applicable Procedures (partial redemption is submitted for conversion in the case of Global Notes)part after such selection, the Notes or portions thereof portion of the Global Notes or the Notes in certificated form such Note submitted for conversion shall be deemed (so far as may be possible) to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof)the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption.
(e) Upon any redemption of less than all of the Outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and Outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a notice of redemption and may (but need not) treat as Outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice, (ix) that Holders who wish to exchange Notes must comply with the limitations on ownership specified in Section 13.11 and (x) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any monies deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 in excess or multiples thereof), on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange pursuant to Article 13 in part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the sending of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, ; (iii) the Redemption Date (which shall be a Business Day), ; (iv) the Redemption Price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes Notes; and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Healthcare Trust of America Holdings, LP)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten fifteen calendar days but not more than sixty calendar days prior to the Redemption Date to each Holder of Notes to be redeemed at its last address as the same appears on the Registersecurity register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i1) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.;
Appears in 1 contract
Samples: Third Supplemental Indenture (Invitation Homes Inc.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailedmailed (or in the case of Notes held in book-entry form, or sent by electronic transmission, shall electronically transmit) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Security Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Company shall issue a press release through Dow Xxxxx & Company, Inc., Bloomberg Business News or PR Newswire or a substantially equivalent financial news organization announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The Company shall also publish that information in a newspaper of general circulation in The City of New York, or on its web site, or through such other public medium as it deems appropriate at that time. The failure to issue any such press release to publish such information or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day)Date, (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Supplemental Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price, together with accrued interest to the Redemption Date; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged Price; provided, however, that the Trustee has shall be under no obligation liability for interest on any money received by it hereunder except as otherwise agreed to invest with the Company in writing. If any Note called for redemption is converted pursuant hereto prior to such deposit).
(d) Redemption Date, any money deposited with the Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to the Company or, if then held by the Company, shall be discharged from such trust. If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and or integral multiples of $1,000 in excess thereof)) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be taken from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as Outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Samples: First Supplemental Indenture (KKR Financial Holdings LLC)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.02, it shall fix a date for redemption (the “Redemption Date”) and it or, at its the written request of the Company received by the Trustee not fewer than five Business Days thirty (30) days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a “Redemption Notice”) not fewer than ten calendar days but not thirty (30) nor more than sixty calendar (60) days prior to the Redemption Date to each Holder of Notes Noteholder to be redeemed at its last address as the same appears on the Note Register; provided provided, that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note Noteholder designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP CUSIP, ISIN or similar number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. The Redemption Notice shall also state the current Conversion Rate and the date on which the right to convert such Notes or portions thereof into Common Stock pursuant to Section 9.01(a)(ii) shall expire. The Redemption Notice shall also specify, with respect to any such conversions of Notes, whether it elects to satisfy the portion of the Daily Conversion Value in excess of $62.50 in cash or in shares of Common Stock. If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP CUSIP, ISIN or similar numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.03, the Company will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenturetrust) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion into Common Stock) at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 3.03(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued Interest to, but excluding, the Redemption Date. Notwithstanding the last sentence of Section 605 of the Original Indenture, if any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than thirty (30) days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If less than all of the outstanding Outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or integral multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the Outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of fifteen (15) days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.116.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request, such written request to contain the information in the Redemption Notice to be sent to Holders, as set forth below, received by the Trustee not fewer less than five 5 Business Days prior to the date such Redemption Notice is to be sent (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a written notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 45 nor more than sixty calendar days 55 Scheduled Trading Days prior to the Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee), the Paying Agent, and each Holder of Notes so to be redeemed at its last address as the same appears on the Registera whole or in part; provided that that, if the Company makes shall give such notice (other than by providing its written request of to the TrusteeTrustee as set forth above), it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The noticeRedemption Date must be a Business Day.
(b) The Redemption Notice, if sent delivered in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes Redemption Date;
(ii) the Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date (which shall be a Business Day), Date;
(iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(v) that Holders of Called Notes may surrender their Called Notes for conversion at any time prior to the close of business on the second Scheduled Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Called Notes and the applicable Cash Percentage;
(vii) the Conversion Rate and, if applicable, the notice number of redemption shall identify Additional Shares added to the Notes to be redeemed Conversion Rate in accordance with Section 14.03;
(including CUSIP viii) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Notes; and
(ix) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an which principal amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess or a multiple thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Middleby Corp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.1, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, transmission a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Register; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or sent by electronic transmission. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the sending of any such notice of redemption, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit)Price.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 in excess or multiples thereof)) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or as required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Digital Realty Trust, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.2 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Company, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, and if such redemption is subject to the satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or such redemption 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 so delayed. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
(c) On Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than twenty (20) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date.
(d) Subject to the satisfaction of any conditions of a conditional redemption, on or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 4.2(d) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has have no obligation to invest any such deposit).
(de) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis, by lot, or such other method the Trustee deems fair and appropriate or is required by the Depository; provided that so long as the notes are represented by one or more Global Notes, interests in such Global Notes shall be selected for redemption by the Depository in accordance with its standard procedures therefor. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Supplemental Indenture (Hudson Pacific Properties, L.P.)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any monies deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate or is required by the Depositary. If any Note selected for redemption is submitted for exchange pursuant to Article 13 in excess thereof)part after such selection, the portion of such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Samples: Indenture (BioMed Realty Trust Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing Issuer, and the Trustee may rely and shall be fully protected in relying upon such text prepared by first class mail or by electronic transmissionthe Issuer. The notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said noticenotice (except to the extent paid to the Holder on the Record Date as provided above), and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the Holder has a right to exchange the Notes called for redemption, (viii) the Exchange Rate on the date of such notice and (ix) the time and date on which the right to exchange such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Without limiting the generality of the foregoing, whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, Agent by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that Price. If any Note called for redemption is exchanged pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (instructed in the case of Global Notes), an Issuer Order shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 1,000 and integral multiples thereof) on a pro rata basis or by another method that the Trustee deems fair and appropriate or that is required by the Depositary. If any Note selected for redemption in part is submitted for exchange in part after such selection, the portion of $1,000 in excess thereof)such Note submitted for exchange shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for exchange in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are unexchanged and outstanding at the time of redemption, treat as outstanding any Notes surrendered for exchange during the period of fifteen (15) calendar days preceding the mailing of a notice of redemption and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unexchanged portion of any Note exchanged in part during such period.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part portion of the Notes pursuant to Section 4.110.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, deliver a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed at its last address as the same appears on the Registera whole or in part; provided provided, however, that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the TrusteeConversion Agent and Paying Agent (in each case, provided further that the text of the notice shall be prepared by if other than the Company. Such mailing shall be by first class mail or by electronic transmission. ).
(b) The noticeRedemption Notice, if sent in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give deliver such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall must be a Business Day);
(ii) the applicable Redemption Price;
(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each such Note, and that interest thereon, if any, shall cease to accrue on and after said date;
(iv) the Redemption Price at which Notes are to be redeemedname and address of the Paying Agent and Conversion Agent (in each case, if other than the Company);
(v) that Holders may surrender their Notes for conversion at any time prior to the place or places close of payment and that payment will be made upon presentation and surrender of such Notes and business on the Business Day preceding the Redemption Date;
(vi) that interest accrued the procedures a converting Holder must follow to convert its Notes and unpaid to, but excluding, the Redemption Date will last date such Notes may be paid as specified converted before redemption;
(vii) the Conversion Rate;
(viii) in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.; and
(cix) On or prior that Notes redeemed in full must be surrendered to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on collect the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Convertible Senior Note Purchase Agreement (Seacor Holdings Inc /New/)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption (the “Redemption Date”) and it or, at its written request received by the Trustee not fewer than five Business Days 15 days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentRedemption Date, the Trustee in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption (a “Redemption Notice”) not fewer than ten calendar days but not 10 nor more than sixty calendar days 30 days’, in the event of a redemption pursuant to Section 3.01(b), and not fewer than 20 nor more than 60 days’, in the event of a redemption pursuant to Section 3.01(c), prior to the Redemption Date to each Holder holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Concurrently with the mailing of any such Redemption Notice, the Company shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Company in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the Redemption Notice or any of the proceedings for the redemption of any Note called for redemption.
(b) Each such notice of redemption Redemption Notice shall specify: (i) specify the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedredeemed (subject to Section 2.09), (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and payment, that payment will be made upon presentation and surrender of such Notes and (vi) Notes, that interest Interest accrued and unpaid to, but excluding, to the Redemption Date will be paid as specified in said notice, and that on and after said date interest Interest thereon or on the portion thereof to be redeemed will cease to accrue. Such notice shall also state the current Conversion Rate, the date on which the right to convert such Notes or portions thereof will expire (which shall be the close of business on the second Business Day prior to the Redemption Date). If fewer than all the Notes are to be redeemed, the notice of redemption Redemption Notice shall identify the Notes to be redeemed (including CUSIP numbers, if any), in each case determined in accordance with the procedure set forth in clause (d) hereof. In case any Note is to be redeemed in part only, the notice of redemption Redemption Notice shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issuedissued by the Company and authenticated by the Trustee (or an authenticating agent appointed by the Trustee).
(c) On or prior to the Redemption Date specified in the notice of redemption Redemption Notice given as provided in this Section 4.23.02, the Company will deposit with the Trustee or with one or more Paying Agent Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture5.04(b) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for conversion) at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, Date it must be received by the Trustee or Paying Agent, as the case may be, by 11:00 10:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Trustee or any Paying Agent pursuant to this Section 4.2 3.02(c) in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that and accrued interest to, but excluding, the Redemption Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation or any Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest the Company upon its written request, or, if then held by the Company, shall be discharged from such trust. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice in the form of an Officers’ Certificate not fewer than 35 days (or such deposit)shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date as to the aggregate principal amount of Notes to be redeemed.
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee deems fair and appropriate; provided that such method is not prohibited by any stock exchange or market on which the Notes are listed. If any Note selected for partial redemption is submitted for conversion in excess thereof)part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be from the portion first selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the Redemption Notice. Upon any redemption of less than all of the outstanding Notes, the Company and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes as are unconverted and outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period of 15 days next preceding the mailing of a Redemption Notice and may (but need not) treat as outstanding any Note authenticated and delivered during such period in exchange for the unconverted portion of any Note converted in part during such period.
Appears in 1 contract
Samples: Indenture (Dress Barn Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty-five (35) calendar days but not nor more than sixty sixty-five (65) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), (iv) the Redemption Price redemption price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes, (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue, (vii) that the holder has a right to convert the Notes called for redemption, (viii) the Conversion Rate on the date of such notice and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than forty (c40) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Samples: Nineteenth Supplemental Indenture (Istar Financial Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.116.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business 65 Scheduled Trading Days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the Company, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 45 nor more than sixty calendar days 60 Scheduled Trading Days prior to the Redemption Date to each Holder of Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that provided, however, that, if the Company makes shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the Company. Such mailing shall be by first class mail or by electronic transmission. The noticeRedemption Date must be a Business Day.
(b) The Redemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice Redemption Notice by mail or electronic submission or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: (i) the aggregate principal amount of Notes to be redeemed, Redemption Date; (ii) the CUSIP number or numbers of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.89 #91808965v6 10058821.1
Appears in 1 contract
Samples: Indenture (Euronet Worldwide Inc)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail or cause to be mailed, or sent by electronic transmission, mailed a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or by electronic transmissionmail. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Concurrently with the mailing of any such notice of redemption, the Issuer shall issue a press release announcing such redemption, the form and content of which press release shall be determined by the Issuer in its sole discretion. The failure to issue any such press release or any defect therein shall not affect the validity of the redemption notice or any of the proceedings for the redemption of any Note called for redemption. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, ; (ii) the CUSIP number or numbers of the Notes being redeemed, ; (iii) the Redemption Date date fixed for redemption (which shall be a Business Day), ; (iv) the Redemption Price redemption price at which Notes are to be redeemed, ; (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and Notes; (viiv) that interest accrued and unpaid to, but excluding, to the Redemption Date date fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue; (vii) that the holder has a right to convert the Notes called for redemption; (viii) the Conversion Rate on the date of such notice; and (ix) the time and date on which the right to convert such Notes or portions thereof pursuant to this Indenture will expire. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer shall give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed, not fewer than thirty (c30) calendar days prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company will Issuer shall deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption (other than those theretofore surrendered for exchange) at the appropriate redemption price, together with accrued interest to the Redemption PriceDate; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the redemption price and accrued interest to the Redemption Price (it being acknowledged that Date. If any Note called for redemption is converted pursuant hereto prior to such Redemption Date, any money deposited with the Trustee has no obligation Paying Agent or so segregated and held in trust for the redemption of such Note shall be paid to invest any the Issuer or, if then held by the Issuer, shall be discharged from such deposit).
(d) trust. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples principal amounts of $1,000 or multiples thereof) on a pro rata basis or by another method the Trustee deems fair and appropriate. If any Note selected for redemption in excess thereof)part is submitted for conversion in part after such selection, the portion of such Note submitted for conversion shall be deemed (so far as may be possible) to be the portion to be selected for redemption. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof, notwithstanding that any such Note is submitted for conversion in part before the mailing of the notice of redemption. Upon any redemption of less than all of the outstanding Notes, the Issuer and the Trustee may (but need not), solely for purposes of determining the pro rata allocation among such Notes that are outstanding at the time of redemption, treat as outstanding any Notes surrendered for conversion during the period in which Notes are selected for redemption.
Appears in 1 contract
Samples: Indenture (RAIT Financial Trust)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.1 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent, the Trustee in the name of and at the expense of the Company, shall mail send or cause to be mailed, or sent by electronic transmission, a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Registerregister; provided that if the Company makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the Company. Such mailing notice shall be by first first-class mail or by electronic transmissiondelivery in PDF format. The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Company will give the Trustee written notice of the Redemption Date as to the aggregate principal amount of Notes to be redeemed not fewer than thirty (c30) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate and as is required by the Depository. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01 hereof, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentdelivered to the Holders, the Trustee in the name of and at the expense of the CompanyIssuer, shall mail deliver or cause to be mailed, or sent by electronic transmission, delivered a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date (except that notice of redemption may be given more than sixty (60) calendar days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture) to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided provided, that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing delivery shall be by first class mail or by electronic transmissionmade through the facilities of the Depositary. The notice, if sent in delivered through the manner herein providedfacilities of the Depositary, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. Notice of any redemption may, in the Issuer’s discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related notice of redemption will describe each such condition and, if applicable, will state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived. If any condition precedent provided for in the notice of redemption has not been satisfied following delivery of such notice pursuant to this Section 3.02, the Issuer shall notify the Trustee in writing prior to the close of business two (2) Business Days prior to the Redemption Date (or such shorter period as may be acceptable to the Trustee). Upon receipt of such notice by the Trustee, (i) the notice of redemption shall be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice; and (ii) the Trustee shall deliver such notice to each Holder in the same manner in which the notice of redemption was given. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than fifteen (c15) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04 hereof) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided provided, that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Notes in certificated form to be redeemed (in minimum denominations principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company shall desire to exercise the Issuer exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.14.01, it shall fix a date for redemption (each, a “Redemption Date”) and it or, at its written request received by the Trustee not fewer less than five Business Days 45 calendar days prior to the Redemption Date (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sent), the Trustee Trustee, in the name of and at the expense of the CompanyIssuer, shall mail give or cause to be mailed, or sent by electronic transmission, given a notice of such redemption Optional Redemption (a “Redemption Notice”) not fewer less than ten calendar days but not 30 nor more than sixty 60 calendar days prior to the Redemption Date mailed by first class mail, postage prepaid, to each Holder of the Notes so to be redeemed as a whole or in part at its last address as the same appears on the Note Register; provided that provided, however, that, if the Company makes Issuer shall give such request of the Trusteenotice, it shall, together with such request, shall also give written notice of the Redemption Date to the Trustee, provided further that the text . The Redemption Date must be a Business Day. The election of the notice Issuer to redeem any Notes pursuant to Section 4.01 shall be prepared evidenced by a Board Resolution. The Issuer shall not less than 45 days prior to the Redemption Date fixed by the Company. Such mailing Issuer (unless a shorter notice period shall be by first class mail or by electronic transmissionsatisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Notes to be redeemed. The noticeIssuer shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the conditions to such redemption no later than the date the Redemption Notice is given pursuant to this Section 4.02.
(b) The Redemption Notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission Redemption Notice or any defect in the notice Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(bc) Each such notice of redemption Redemption Notice shall specify: :
(i1) the aggregate principal amount of Notes Redemption Date;
(2) the Redemption Price;
(3) that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, (ii) the CUSIP number or numbers of the Notes being redeemedand that interest thereon, (iii) if any, shall cease to accrue on and after the Redemption Date Date;
(which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v4) the place or places of payment and that payment will be made upon presentation and surrender of where such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemedsurrendered for payment of the Redemption Price;
(5) that Holders may surrender their Notes for exchange at any time prior to the 5:00 p.m., New York City time, on the second Scheduled Trading Day immediately preceding the Redemption Date unless the Issuer fails to pay the Redemption Price (in which case a Holder may exchange such Notes until the Redemption Price has been duly paid or duly provided for);
(6) the procedures a exchanging Holder must follow to exchange its Notes;
(7) the Exchange Rate and, if applicable, the notice number of redemption shall identify Additional Shares added to the Notes to be redeemed Exchange Rate in accordance with Section 14.04;
(including CUSIP 8) the CUSIP, ISIN or other similar numbers, if any). In , assigned to such Notes; and
(9) in case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note in principal amount equal to the unredeemed portion thereof will shall be issued.
(c) On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.2, the Company will deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture) an amount of money in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), the Notes or portions thereof of the Global Notes or the Notes in certificated form to be redeemed (in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof). The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten thirty (30) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) . Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Essex Portfolio Lp)
Notice of Optional Redemption; Selection of Notes. (a) In case the Company Issuer shall desire to exercise the right to redeem all or, as the case may be, any part of the Notes of any series pursuant to Section 4.13.01, it shall fix a date for redemption and it or, at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be acceptable to the Trustee) to the date the notice of redemption is to be sentmailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the CompanyIssuer, shall mail (or send by electronic transmission) or cause to be mailed, mailed (or sent by electronic transmission, ) a notice of such redemption not fewer than ten fifteen (15) calendar days but not nor more than sixty (60) calendar days prior to the Redemption Date to each Holder of Notes of such series so to be redeemed in whole or in part at its last address as the same appears on the Note Register; provided that if the Company Issuer makes such request of the Trustee, it shall, together with such request, also give written notice of the Redemption Date to the Trustee, ; provided further that the text of the notice shall be prepared by the CompanyIssuer. Such mailing shall be by first class mail or (unless sent by electronic transmission). The notice, if sent mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or electronic submission or any defect in the notice to the Holder of any Note of any series designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
(b) Note of any series. Each such notice of redemption shall specify: (i) the aggregate principal amount of Notes of such series to be redeemed, (ii) the CUSIP number or numbers numbers, if any, of the Notes of such series being redeemed, (iii) the Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes of such series are to be redeemed, (v) the place or places of payment and that payment will be made upon presentation and surrender of such Notes of such series and (vi) that interest accrued and unpaid to, but excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion thereof to be redeemed will cease to accrue. If fewer than all the Notes of any series are to be redeemed, the notice of redemption shall identify the Notes of such series to be redeemed (including CUSIP numbers, if any). In case any Note of any series is to be redeemed in part only, the notice of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender of such Note, a new Note or Note Notes of such series in principal amount equal to the unredeemed portion thereof will be issued.
. Whenever any Notes of any series are to be redeemed, the Issuer will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal amount of Notes of such series to be redeemed not fewer than forty-five (c45) calendar days (or such shorter period of time as may be acceptable to the Trustee) prior to the Redemption Date. On or prior to the Redemption Date specified in the notice of redemption given as provided in this Section 4.23.02, the Company Issuer will deposit with the Paying Agent (or, if the Company Issuer or the Guarantor is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.5 of the Base Indenture4.04) an amount of money monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes of the applicable series (or portions thereof) so called for redemption at the appropriate Redemption Price; provided that if such payment is made on the Redemption Date, it must be received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Company Issuer shall be entitled to retain any interest, yield or gain on amounts deposited with the Paying Agent pursuant to this Section 4.2 3.02 in excess of amounts required hereunder to pay the Redemption Price (it being acknowledged that the Trustee has no obligation to invest any such deposit).
(d) Price. If less than all of the outstanding Notes of any series are to be redeemed, the Trustee will select, on a pro rata basis, by lot or such other method it deems fair and appropriate or as required by the Depositary for Global Notes, subject to Applicable Procedures (in the case of Global Notes), shall select the Notes of such series or portions thereof of the Global Notes Note or the Definitive Notes in certificated form to be redeemed (on a pro rata basis or such other method the Trustee deems fair and appropriate or is required by the Depositary, provided that the unredeemed portion of any Note of such series to be redeemed in minimum denominations of $2,000 and integral multiples of $1,000 part shall remain in excess thereof)a denomination authorized hereunder. The Notes of any series (or portions thereof) so selected for redemption shall be deemed duly selected for redemption for all purposes hereof.
Appears in 1 contract
Samples: Indenture (Essex Portfolio Lp)