Notice of Redemption; Partial Redemption. (a) If the Company desires to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series, the Company shall, or shall instruct the Trustee in writing to, give notice of such redemption to Holders of the Securities of such series to be redeemed by mailing (or otherwise delivery in accordance with the procedures of DTC), first class postage prepaid, a notice of such redemption not less than 10 days and not more than 60 days before the date fixed for redemption of that series to such Holders at their last addresses as they shall appear upon the Security Register (unless a shorter period is specified in the Securities to be redeemed). Any notice that is mailed (or otherwise delivered) in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. Notices of redemption may be conditioned upon the occurrence of one or more subsequent events specified in the notice. The Trustee shall not have any duty to determine or verify the determination of whether any one or more of the conditions precedent have been satisfied. In any case, failure duly to give such notice to the Holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities, and shall state that: (i) payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company maintained for such purpose, or, if none, at the Corporate Trust Office of the Trustee, upon presentation and surrender of such Securities; (ii) interest accrued to the date fixed for redemption will be paid as specified in said notice; (iii) from and after said date interest will cease to accrue; (iv) the redemption is for a sinking fund, if such is the case; and (v) if in connection with a redemption of any series of Securities pursuant to the optional redemption terms set forth in the supplemental indenture or Board Resolution governing such series of Securities, as applicable, any condition to such redemption. If less than all the Securities of a series are to be redeemed, the notice to the Holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security 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 Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. (b) If all or less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ written notice (unless a shorter period shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed. If less than all the Securities are to be redeemed, the Trustee thereupon shall select from Securities of such series Outstanding not previously called for redemption, in accordance with DTC’s procedures (in such manner as complies with applicable legal and stock exchange requirements, if any) and that may provide for the selection of a portion or portions (equal to $150,000 or any integral multiples of $1,000 in excess thereof) of the principal amount of such Securities of such series of a denomination larger than $150,000, the Securities of such series to be redeemed. The Trustee promptly shall notify the Company in writing of the numbers of the Securities of such series to be redeemed, in whole or in part. (c) A partial redemption of the Securities of the series to be redeemed may be selected pro rata or by lot in accordance with the applicable procedures of the Depositary or by such method as specified at the direction of the Issuer (equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities. The Company, if and whenever it shall so elect, by delivery of instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.02, such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section 3.02.
Appears in 3 contracts
Samples: Indenture (STERIS PLC), Indenture (STERIS LTD), Indenture (STERIS LTD)
Notice of Redemption; Partial Redemption. (a) If the Company desires to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series, the Company shall, or shall instruct the Trustee in writing to, give notice of such redemption to Holders of the Securities of such series to be redeemed by mailing (or otherwise delivery in accordance with the procedures of DTC), first class postage prepaid, a notice of such redemption not less than 10 30 days and not more than 60 days before the date fixed for redemption of that series to such Holders at their last addresses as they shall appear upon the Security Register (unless a shorter period is specified in the Securities to be redeemed). Any notice that is mailed (or otherwise delivered) in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. Notices of redemption may be conditioned upon the occurrence of one or more subsequent events specified in the notice. The Trustee shall not have any duty to determine or verify the determination of whether any one or more of the conditions precedent have been satisfied. In any case, failure duly to give such notice to the Holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities, and shall state that: (i) payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company maintained for such purpose, or, if none, at the Corporate Trust Office of the Trustee, upon presentation and surrender of such Securities; (ii) interest accrued to the date fixed for redemption will be paid as specified in said notice; (iii) from and after said date interest will cease to accrue; and (iv) the redemption is for a sinking fund, if such is the case; and (v) if in connection with a redemption of any series of Securities pursuant to the optional redemption terms set forth in the supplemental indenture or Board Resolution governing such series of Securities, as applicable, any condition to such redemption. If less than all the Securities of a series are to be redeemed, the notice to the Holders of Securities of that series to be redeemed in whole or in part shall specify the particular Securities to be so redeemed. In case any Security is to be redeemed in part only, the notice that relates to such Security 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 Security, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) If all or less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ written notice (unless a shorter period shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed. If less than all the Securities are to be redeemed, the Trustee thereupon shall select from Securities of such series Outstanding not previously called for redemption, in accordance with DTC’s procedures a method determined by the Company (in such manner as complies with applicable legal and stock exchange requirements, if any) and that may provide for the selection of a portion or portions (equal to $150,000 1,000 or any integral multiples of $1,000 in excess multiple thereof) of the principal amount of such Securities of such series of a denomination larger than $150,0001,000, the Securities of such series to be redeemed. The Trustee promptly shall notify the Company in writing of the numbers of the Securities of such series to be redeemed, in whole or in part.
(c) A partial redemption of the Securities of the series to be redeemed may be selected pro rata or by lot in accordance with the applicable procedures of the Depositary or by such method as specified at the direction of the Issuer (equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities. The Company, if and whenever it shall so elect, by delivery of instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.02, such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section 3.02.
Appears in 2 contracts
Samples: Indenture (Signet Jewelers LTD), Indenture (Sterling Jewelers LLC)
Notice of Redemption; Partial Redemption. (a) If Notice of redemption to the Company desires to exercise such right to redeem all or, as the case may be, a portion Holders of the Registered Securities of any series, series to be redeemed as a whole or in part at the option of the Company shall, or shall instruct the Trustee in writing to, give be given by mailing notice of such redemption to Holders of the Securities of such series to be redeemed by mailing (or otherwise delivery in accordance with the procedures of DTC), first class mail, postage prepaid, a notice of such redemption not less than 10 at least 30 days and not more than 60 days before prior to the date fixed for redemption of that series to such Holders of Registered Securities of such series at their last addresses as they shall appear upon the Security Register registry books. Notice of redemption to the Holders of Unregistered Securities of any series to be redeemed as a whole or in part who have filed their names and addresses with the Trustee pursuant to Section 313(c)(2) of the Trust Indenture Act, shall be given by mailing notice of such redemption, by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption, to such Holders at such addresses as were so furnished to the Trustee (unless a shorter period is specified and, in the case of any such notice given by the Company, the Trustee shall make such information available to the Company for such purpose). Notice of redemption to all other Holders of Unregistered Securities of any series to be redeemed)redeemed as a whole or in part shall be published in an Authorized Newspaper in The City of New York or with respect to any Security the interest on which is based on the offered quotations in the interbank Eurodollar market for dollar deposits in an Authorized Newspaper in London, in each case, once in each of three successive calendar weeks, the first publication to be not less than 30 days nor more than 60 days prior to the date fixed for redemption. Any notice that which is mailed (or otherwise delivered) published in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. Notices of redemption may be conditioned upon the occurrence of one Failure to give notice by mail, or more subsequent events specified any defect in the notice. The Trustee shall not have any duty to determine or verify the determination of whether any one or more of the conditions precedent have been satisfied. In any case, failure duly to give such notice to the Holder of any Security of any a series designated for redemption in as a whole or in part, or any defect in the notice, part shall not affect the validity of the proceedings for the redemption of any other Securities Security of such series. The notice of redemption to each such Holder shall specify the principal amount of each Security of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on held by such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are Holder to be redeemed, the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities, and shall state that: (i) payment CUSIP numbers of the redemption price of such Securities to be redeemed redeemed, the date fixed for redemption, the redemption price, the place or places of payment, that payment will be made at the office or agency of the Company maintained for such purpose, or, if none, at the Corporate Trust Office of the Trustee, upon presentation and surrender of such Securities; (ii) Securities and, in the case of Securities with coupons attached thereto, of all coupons appertaining thereto maturing after the date fixed for redemption, that such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case, that interest accrued to the date fixed for redemption will be paid as specified in said notice; (iii) from such notice and that on and after said date interest thereon or on the portions thereof to be redeemed will cease to accrue; (iv) . In case any Security of a series is to be redeemed in part only, the notice of redemption is shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the date fixed for redemption, upon surrender of such Security, a sinking fund, if new Security or Securities of such is series and tenor in principal amount equal to the case; and (v) if in connection with a unredeemed portion thereof will be issued. The notice of redemption of Securities of any series to be redeemed at the option of the Company shall be given by the Company or, at the Company's request, by the Trustee in the name and at the expense of the Company. On or before 10:00 a.m. New York City time on the redemption date specified in the notice of redemption given as provided in this Section, the Company will deposit with the Trustee or with one or more Paying Agents (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 2.06) an amount of money sufficient to redeem on the redemption date all the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. If all of the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 10 days prior to the last date on which notice of redemption may be given to Holders pursuant to the optional first paragraph of this Section 3.02 (or such shorter period as shall be acceptable to the Trustee) an Officers' Certificate stating that all such Securities are to be redeemed. If less than all the outstanding Securities of a series are to be redeemed, the Company will deliver to the Trustee at least 15 days prior to the last date on which notice of redemption terms set forth in may be given to Holders pursuant to the supplemental indenture first paragraph of this Section 3.02 (or Board Resolution governing such series shorter period as shall be acceptable to the Trustee) an Officers' Certificate stating the aggregate principal amount of Securities, as applicable, such Securities to be redeemed. In case of a redemption at the election of the Company prior to the expiration of any condition to restriction on such redemption, the Company shall deliver to the Trustee, prior to the giving of any notice of redemption to Holders pursuant to this Section, an Officers' Certificate stating that such redemption is not prohibited by such restriction. If less than all the Securities of a series are to be redeemed, the notice Trustee shall select (except as otherwise established pursuant to the Holders of Section 2.03), pro rata, by lot or in such manner as it shall deem appropriate and fair, Securities of that such series to be redeemed in whole or in part shall specify the particular part. Securities to be so redeemed. In case any Security is to may be redeemed in part onlyin multiples equal to the minimum authorized denomination for Securities of such series or any multiple thereof. The Trustee shall promptly notify the Company in writing of the Securities of such series selected for redemption and, in the notice that relates to case of any Securities of such Security shall state the portion of series selected for partial redemption, the principal amount thereof to be redeemed. For all purposes of this Indenture, and shall state that on and after unless the context otherwise requires, all provisions relating to the redemption dateof Securities shall relate, upon surrender in the case of such Securityany Security redeemed or to be redeemed only in part, a new Security or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) If all or less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 45 days’ written notice (unless a shorter period shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities of the series to be redeemed. If less than all the Securities are to be redeemed, the Trustee thereupon shall select from Securities of such series Outstanding not previously called for redemption, in accordance with DTC’s procedures (in such manner as complies with applicable legal and stock exchange requirements, if any) and that may provide for the selection of a portion or portions (equal to $150,000 or any integral multiples of $1,000 in excess thereof) of the principal amount of such Securities of such series of a denomination larger than $150,000, the Securities of such series Security which has been or is to be redeemed. The Trustee promptly shall notify the Company in writing of the numbers of the Securities of such series to be redeemed, in whole or in part.
(c) A partial redemption of the Securities of the series to be redeemed may be selected pro rata or by lot in accordance with the applicable procedures of the Depositary or by such method as specified at the direction of the Issuer (equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities. The Company, if and whenever it shall so elect, by delivery of instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.02, such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section 3.02.
Appears in 2 contracts
Samples: Subordinated Indenture (Delta Air Lines Inc /De/), Senior Indenture (Delta Air Lines Inc /De/)
Notice of Redemption; Partial Redemption. (a) If the Company desires to exercise such right elects to redeem all or, as the case may be, a portion of the Securities of any series, it must notify the Trustee of the redemption date and the principal amount of Securities of such series to be redeemed by delivering an Officer’s Certificate at least 40 days before the redemption date, and in no event less than 10 days prior to the sending of the notice of redemption to the Holders of such Securities (unless a shorter period is satisfactory to the Trustee). If fewer than all of the Securities of the applicable series are being redeemed, (i) in the case of Securities of a series not in the form of Global Securities, the Officer’s Certificate must also specify a record date not less than 15 days after the date the notice of redemption is given to the Trustee, and the Trustee will select the Securities of such series to be redeemed pro rata, by lot or by any other method customarily authorized by the clearing systems (including the Depositary), and will notify the Company shall, or shall instruct promptly of the Trustee in writing to, give notice Securities of such redemption to Holders series or portions of the Securities of such series to be called for redemption; provided however, that the principal amount of the Securities of such series so selected by the Trustee for such partial redemption shall not exceed the amount which the Company has chosen to redeem, and (ii) in the case of Securities of a series in the form of Global Securities, the Securities of such series to be redeemed by mailing (or otherwise delivery will be selected in accordance with the procedures of DTCthe applicable clearing system; provided, that, in each case the Securities of such series will be redeemed in minimum denominations of $2,000 principal amount and higher integral multiples of $1,000. Notice of redemption must be sent by the Company, or at the Company’s request given at least 5 days before such notice is to be sent (unless a shorter period is satisfactory to the Trustee), first class postage prepaidby the Trustee in the name and at the expense of the Company, a notice to the Holders whose Securities of such redemption not less than 10 series are to be redeemed at least 30 days and but not more than 60 days before the date fixed for redemption of that series to such Holders at their last addresses as they shall appear upon the Security Register date.
(unless a shorter period is specified in the Securities to be redeemed). Any notice that is mailed (or otherwise deliveredb) in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the notice. Notices of redemption may be conditioned upon the occurrence of one or more subsequent events specified in the notice. The Trustee shall not have any duty to determine or verify the determination of whether any one or more of the conditions precedent have been satisfied. In any case, failure duly to give such notice to the Holder of any Security of any series designated for redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restriction. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities, and shall state that: (i) payment of the redemption price of such Securities to be redeemed will be made at the office or agency of the Company maintained for such purpose, or, if none, at the Corporate Trust Office of the Trustee, upon presentation and surrender of such Securities; (ii) interest accrued to the date fixed for redemption Holders will be paid as specified in said notice; (iii) from and after said date interest will cease to accrue; (iv) the redemption is for a sinking fund, if such is the case; and (v) if in connection with a redemption of any series of Securities pursuant to the optional redemption terms set forth in the supplemental indenture or Board Resolution governing such series of Securities, as applicable, any condition to such redemption. If less than all identify the Securities of a series are to be redeemed, the notice to the Holders of Securities of that applicable series to be redeemed in whole and will include or in part shall specify state the particular following:
(1) the redemption date;
(2) the redemption price, including the portion thereof representing any accrued interest;
(3) the place or places where such Securities are to be so redeemed. In case surrendered for redemption;
(4) that, if applicable, such redemption is pursuant to the mandatory or optional sinking fund, or both, if such be the case;
(5) on the redemption date the redemption price will become due and payable on such Securities called for redemption, and interest on such Securities called for redemption will cease to accrue on and after the redemption date (unless the Company shall default in the payment of such Securities at the redemption price, together with interest accrued to said date);
(6) if any Security is to be Securities are redeemed in part onlypart, the notice that relates to such Security 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 SecuritySecurities, a new Security or Securities of such series equal in principal amount equal to the unredeemed portion thereof will be issued., provided that no new Securities in a principal amount less than the applicable minimum denomination shall be issued;
(b7) If all if any Securities contain a CUSIP or less than all CINS number, no representation is being made as to the correctness of the CUSIP or CINS number either as printed on the Securities or as contained in the notice of a series are to be redeemedredemption and that the Holder should rely only on the other identification numbers printed on the Securities. Not later than 11:00 A.M. (New York City time) on the redemption date specified in the notice of redemption given as provided in this Section, the Company shall give will deposit with the Trustee at least 45 days’ written notice or with one or more paying agents (unless a shorter period shall be satisfactory to or, if the TrusteeCompany is acting as its own paying agent, set aside, segregate and hold in trust as provided in Section 3.03) in advance of the date fixed for redemption as to the aggregate principal an amount of Securities of money sufficient to redeem on the series to be redeemed. If less than redemption date all the Securities are to be redeemed, the Trustee thereupon shall select from Securities of such series Outstanding not previously called for redemption, in accordance with DTC’s procedures (in such manner as complies with applicable legal and stock exchange requirements, if any) and that may provide for the selection of a portion or portions (equal to $150,000 or any integral multiples of $1,000 in excess thereof) of the principal amount of such Securities of such series of a denomination larger than $150,000, the Securities of such series so called for redemption at the appropriate redemption price, together with accrued interest to the date fixed for redemption. The Trustee or paying agents will promptly return to the Company any money deposited with the Trustee or paying agents by the Company in excess of the amount necessary to pay the redemption price of and accrued interest on all Securities to be redeemed. The Trustee promptly shall notify the Company in writing of the numbers of the Securities of such series to be redeemed, in whole or in part.
(c) A partial redemption of the Securities of the series to be redeemed may be selected pro rata or by lot in accordance with the applicable procedures of the Depositary or by such method as specified at the direction of the Issuer (equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities. The Company, if and whenever it shall so elect, by delivery of instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.02, such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section 3.02.
Appears in 2 contracts
Samples: Indenture (Flex Ltd.), Indenture (Flex Ltd.)
Notice of Redemption; Partial Redemption. (a) If In case the Company desires shall desire to exercise such right to redeem all all, or, as the case may be, a portion any part of the Securities of any series, the Company shall, or shall instruct the Trustee in writing to, give notice of such redemption to Holders of the Securities of such series to be redeemed by mailing (or otherwise delivery Notes in accordance with the procedures of DTC)foregoing rights, first class postage prepaid, it shall fix a date for redemption and shall mail or cause to be mailed a notice of such redemption not less than 10 days at least thirty (30) and not more than 60 sixty (60) days before prior to the date fixed for redemption to the Holders of that series Notes to such Holders be redeemed as a whole or in part at their last addresses as they the same appear on the books of transfer agent. Such mailing shall appear upon the Security Register (unless a shorter period is specified in the Securities to be redeemed)by first class mail. Any notice that is Notice, if mailed (or otherwise delivered) in the manner herein provided provided, shall be conclusively presumed to have been duly given, whether or not the registered Holder receives the such notice. Notices of redemption may be conditioned upon the occurrence of one or more subsequent events specified in the notice. The Trustee shall not have any duty to determine or verify the determination of whether any one or more of the conditions precedent have been satisfied. In any case, failure duly to give such notice by mail or any defect in the notice to the Holder of any Security of any series designated Note selected for redemption in whole or in part, or any defect in the notice, part shall not affect the validity of the proceedings proceeding for the redemption of any other Securities of such series Note or any other series. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any such restrictionportion thereof. Each such notice of redemption shall specify the date fixed for redemption and the redemption price at which Securities of that series Notes are to be redeemed, the CUSIP, ISIN or other similar numbers, if any, assigned to such Securities, and shall state that: (i) that payment of the redemption price of such Securities the Notes to be redeemed redeemed, together with accrued interest to the date fixed for redemption, will be made at the office or agency of to be maintained by the Company maintained for such purpose, in accordance with this Indenture (or, if nonedesired by the Company, at the Corporate Trust Office of the Trustee), upon presentation and surrender of such Securities; (ii) interest accrued to the date fixed for redemption will be paid as specified in said notice; (iii) Notes and that from and after said such date interest thereon will cease to accrue; (iv) the redemption is for a sinking fund, if such is the case; and (v) if in connection with a redemption of any series of Securities pursuant to the optional redemption terms set forth in the supplemental indenture or Board Resolution governing such series of Securities, as applicable, any condition to such redemption. If less than all the Securities of a series Notes are to be redeemed, the notice to shall specify the Holders of Securities of that series particular Notes to be redeemed in whole or in part shall specify the particular Securities to be so redeemedpart. In case any Security Note is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof The Trustee, upon the written request of the Company delivered to the Trustee at least 15 days prior to the last permissible date on which notice of redemption must be redeemedgiven (or such shorter period as shall be acceptable to the Trustee) shall, for and shall state that on behalf of and after in the name of the Company, give notice of the redemption date, upon surrender of Notes as hereinabove provided (whether or not the Trustee shall hold at the time of the giving of such Security, a new Security or Securities of notice sufficient cash to effect such series in principal amount equal to the unredeemed portion thereof will be issued.
(b) redemption). If all or less than all the Securities of a series Notes are to be redeemed, the Company shall give to the Trustee at least 45 60 days’ written ' notice (unless a or such shorter period shall notice as may be satisfactory acceptable to the Trustee) in advance of the redemption date fixed for redemption as to the aggregate principal amount of Securities of Notes to be redeemed, and the series Trustee shall select by lot, or in such other manner as, in its discretion, it shall deem appropriate and fair, the Notes or portions thereof to be redeemed. If less than all the Securities are to be redeemedIn making such selection, the Trustee thereupon shall select from Securities of such series Outstanding not previously called for redemption, in accordance with DTC’s procedures (in such manner as complies with applicable legal and stock exchange requirements, if any) and that may provide for the selection of a portion or portions (equal to $150,000 or any integral multiples Notes of denominations of less than $1,000 in excess thereof) of the principal amount of such Securities of such series of only as a denomination larger than $150,000, the Securities of such series to be redeemed. The Trustee promptly shall notify the Company in writing of the numbers of the Securities of such series to be redeemed, in whole or in partwhole.
(c) A partial redemption of the Securities of the series to be redeemed may be selected pro rata or by lot in accordance with the applicable procedures of the Depositary or by such method as specified at the direction of the Issuer (equal to the minimum authorized denomination for such Securities or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than the minimum authorized denomination for such Securities. The Company, if and whenever it shall so elect, by delivery of instructions signed on its behalf by any of its Officers, may instruct the Trustee or any paying agent to call all or any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in this Section 3.02, such notice to be in the name of the Company or its own name, as the Trustee or such paying agent may deem advisable. In any case in which notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice by mail that may be required under the provisions of this Section 3.02.
Appears in 1 contract