Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day. (b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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. (c) Each Notice of Tax Redemption shall specify: (i) the Redemption Date; (ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date); (iii) that on the Redemption Date, the Redemption Price 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; (iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price; (v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date; (vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period; (vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03; (viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and (ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable. (d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion. (e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right At least 30 days but not more than 60 days prior to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of in connection with a Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee)Redemption, the Trustee, in the name of and at the expense of the Company, Company shall deliver or cause to be delivered provide a notice of such Tax Redemption redemption to each Holder of Notes to be redeemed (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect). The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specifyspecify the Notes to be redeemed and shall state:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price will become due applicable Conversion Rate and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Dateapplicable Conversion Price;
(iv) the place or places where such name and address of the Paying Agent and the Conversion Agent;
(v) that Notes are offered to be surrendered for payment redeemed may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price;
(vvi) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow who want to convert its Notes must satisfy the requirements set forth therein and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodin this Indenture;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Paying Agent a Notice of Tax Redemption Election;
(viii) that Holders who wish to elect not to have their Notes redeemed or to withdraw such an election must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change the Change in tax law Tax Law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common SharesADSs, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption DatePrice, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.Tax Law;
(ex) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs that Notes offered to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering redeemed must be surrendered to the Paying Agent a written notice for cancellation to collect the Redemption Price;
(xi) that, unless the Company defaults in making payment of withdrawal from a Holder through the Applicable Procedures such Redemption Price, interest will cease to accrue with respect to any Global Note redeemed Notes on and after the Redemption Date;
(xii) the CUSIP number of the Notes; and
(xiii) if Holders would be entitled to Tax Redemption Additional ADSs upon conversion in connection with such Tax Redemption, that Holders would be so entitled and the amount by which the Conversion Rate has been, or would be, so increased (along with a description of how such increase is calculated and the time period during which Notes must be surrendered in order to be entitled to such increase).
(b) Simultaneously with providing such Notice of Tax Redemption, the Company shall publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. If Holders would be entitled to Tax Redemption Additional ADSs upon conversion in connection with such Tax Redemption, each such press release shall also state the information required under Section 14.02(a)(xiii).
(c) At the Company’s written request delivered at least three days prior to the close date such Notice of business on the Business Day prior Tax Redemption is to be given (unless a shorter period shall be acceptable to the Redemption Date. Where no election is madeTrustee), the Holder’s Trustee shall give Notice of Tax Redemption to each Holder of Notes will to be redeemed without any further actionin the Company’s name and at the Company’s expense.
Appears in 2 contracts
Samples: Indenture (Sina Corp), Indenture (WEIBO Corp)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.03, it shall fix a Redemption Date and it or, at its written request received by the U.S. Trustee not less than five (5) 5 Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the U.S. Trustee), the U.S. Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect; and (z) if the Company shall give such notice, it shall also give the Notice of Tax Redemption to the U.S. Trustee (with a copy to the Canadian Trustee) and the Paying Agent (if other than the U.S. Trustee). The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.0314.03(a);
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.0116.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption PeriodNotes, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs so as to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Samples: Indenture (Canopy Growth Corp), Indenture (Canopy Growth Corp)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01(a) (Tax Redemption) and this Section 16.02(a) (Notice of Tax Redemption), it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 35 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the CompanyCompany shall send, shall deliver or cause to be delivered sent, a written notice of such Tax Redemption prepared by the Company (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register (or in the case of Global Notes, electronically in accordance with the applicable rules and procedures of the Depositary); provided, however, that, (x) if the Company shall not give such notice, it shall also give a Notice written notice of the Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, Date to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectTrustee. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any Tax Redemption Notice earlier than 60 days prior to the earliest date on which the Company would be obligated to pay any Additional Amounts, and the obligation to pay such Additional Amounts must be in effect at the time such Tax Redemption Notice is given. Simultaneously with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on its website or through such other public medium as it may use at that time.
(c) The Tax RedemptionRedemption Notice, if delivered sent in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading fifteenth Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate andright to elect not to have their Notes redeemed by delivery, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03the applicable procedures of the Depositary, to the Company, with a copy to the Paying Agent, a written notice to that effect not later than the second Business Day immediately preceding the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(da) Upon receiving such Notice of Tax Redemption, each Holder who does will not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures receive any Additional Amounts with respect to any Global Notepayments or delivery (including consideration due in respect of conversion or the Fundamental Change Repurchase Price, not have its Notes redeemedand whether payable in cash, Conversion Securities or otherwise) made in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Holders’ Notes solely as a result of such change the Change in tax law Tax Law that resulted in the obligation to pay caused such Additional Amounts to be paid after the Tax Redemption Date and (whether upon conversion, required repurchase b) all future payments (including consideration due in connection with a respect of conversion or the Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwiseChange Repurchase Price, and whether payable in cash, Common Shares, Reference Property Conversion Securities or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to any tax required to be withheld or deducted under the deduction or withholding laws of such a Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld Jurisdiction, as a result of such change Change in tax lawTax Law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed be subject to a Tax Redemption converts its Notes during the related Redemption Periodin connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.;
(ex) The Holder must deliver the Conversion Rate; and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Datesuch Notes. A Tax Redemption Notice shall be irrevocable and shall not be subject to conditions. In the case of a Tax Redemption, a Holder may withdraw convert its Notes at any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to time until the close of business on the second Business Day prior to preceding the Tax Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Samples: Indenture Agreement (Oatly Group AB), Indenture Agreement (Oatly Group AB)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix At least 30 days but not more than 60 days before a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of in connection with a Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee)Redemption, the Trustee, in the name of and at the expense of the Company, Company shall deliver or cause to be delivered provide a notice of redemption to each Holder of Securities to be redeemed at such Tax Redemption Holder’s address kept by the Security Registrar (a “Notice of Tax Redemption”); provided that (a) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) in no event will the Company shall not be obligated to give a any Notice of Tax Redemption earlier than 60 Scheduled Trading Days days prior to, or later than 365 days after, to the earliest date on or from which the Company it would be obligated to pay any such Additional Amounts; Amounts and (yb) at the time the Company gives a the Notice of Tax Redemption, the circumstances creating the Company’s its obligation to pay such Additional Amounts remain in effect. The Redemption Date must notice of redemption shall identify the Securities to be a Business Day.
(b) The Notice of Tax Redemption, if delivered in the manner herein provided, redeemed and 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specifystate:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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 Datethen current Conversion Rate;
(iv) the place or places where such Notes are to be surrendered for payment name and address of the Redemption PricePaying Agent and Conversion Agent;
(v) that Holders Securities called for redemption may surrender their Notes for conversion be converted at any time prior to the close of business 5:00 p.m., New York City time, on the Trading Business Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow that Holders who want to convert its Notes and their Securities must satisfy the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodrequirements set forth in Article XIII;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added that Securities called for redemption must be surrendered to the Conversion Rate in accordance with Section 14.03Paying Agent for cancellation to collect the Redemption Price;
(viii) that, unless the CUSIPCompany defaults in making payment of such Redemption Price, ISIN any interest (including Additional Interest Amounts or other similar numbersAdditional Amounts, if any, assigned ) on Securities called for redemption will cease to such Notesaccrue on and after the Redemption Date and the only remaining right of the Holder will be to receive payment of the Redemption Price upon presentation and surrender to the Paying Agent of the Securities;
(ix) the CUSIP number(s) of the Securities;
(x) that Holders may elect not to have their Securities redeemed or converted and the procedures for delivering a Notice of Election; and
(ixxi) that each Holder who does not wish to have any other information the Company redeem its Notes will have wants to present. At the right Company’s request, the Trustee or the Co-Trustee shall give the Notice of Tax Redemption in the Company’s name and at the Company’s expense; provided, however, that the Company makes such request at least five Business Days (unless a shorter period shall be satisfactory to elect the Trustee or the Co-Trustee, as applicable) prior to not have its Notes redeemed and the procedures for making date by which such election. A Notice of Tax Redemption must be given to Holders in accordance with this Section 11.02; provided, further, that the text of the Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted prepared by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversionCompany.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Samples: Indenture (Biovail Corp International), Indenture (Biovail Corp International)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business 60 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 50 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, if the Company shall give such notice, it shall also give a written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date shall be paid on the Interest Payment Date to Holders of record on such Regular Record Date corresponding to such Interest Payment Date.
(xb) the The Company shall not give a Notice of any Tax Redemption Notice earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due, and the obligation to pay any such Additional Amounts; and (y) Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, mailing of any Tax Redemption Notice pursuant to the foregoing, the Company gives a Notice of Tax Redemptionshall deliver to the Trustee (a) an Officers’ Certificate stating that such change or amendment referred to in Section 16.01 has occurred, describing the circumstances creating facts related thereto and stating that the Company’s obligation to pay such Additional Amounts remain cannot be avoided by the Company taking reasonable measures available to it (provided that changing the jurisdiction of incorporation of the Company shall be deemed not to be a reasonable measure); and (b) a written opinion of independent tax counsel or tax advisor of recognized standing in effectthe Relevant Taxing Jurisdiction to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Redemption Date must Trustee shall accept and rely upon such certificate and opinion (without further investigation or enquiry) and it shall be conclusive and binding on the Holders of the Notes to be redeemed. Notwithstanding anything to the contrary herein, neither the Company nor any successor Person may redeem any of the Notes in the case that Additional Amounts are payable in respect of PRC withholding tax at the Applicable PRC Rate or less solely as a Business Dayresult of the Company or its successor Person being considered a PRC tax resident.
(bc) The Notice of Tax RedemptionRedemption Notice, if delivered in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give deliver such Notice of Tax Redemption Notice or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price 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 Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(viii) that Holders who wish to withdraw any election not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(ix) that, if a Holder elects not to be subject to a Tax Redemption, the Company shall not be required to pay Additional Amounts with respect to payments made in respect of such Holder’s Notes following the applicable Tax Redemption Date (or, if the Company fails to pay the Tax Redemption Price on the Tax Redemption Date, such later date on which the Company pays the Tax Redemption Price), and all subsequent payments in respect of such Holder’s Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction in respect of such Change in Tax Law;
(x) the Conversion Rate and, if applicable, the number of Additional Shares ADSs added to the Conversion Rate in accordance with Section 14.03;; and
(viiixi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Samples: Indenture (JOYY Inc.), Indenture (JOYY Inc.)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0314.01(a) (Tax Redemption) and this Section 14.02(a) (Notice of Tax Redemption), it shall fix a Redemption Date and it or, at its written request received by date for redemption (the Trustee not less than five (5) Business Days prior to the date such Notice of “Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of Date”) and at the expense of the Companyit, shall deliver send, or cause to be delivered sent, a written notice of such Tax Redemption prepared by the Company (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each Holder; provided, however, that, (x) Holder of Notes so to be redeemed at its last address as the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, same appears on the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectNote Register. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any Tax Redemption Notice of earlier than 60 days prior to the earliest date on which the Company would be obligated to pay any Additional Amounts, and the obligation to pay such Additional Amounts must be in effect at the time such Tax RedemptionRedemption Notice is given.
(c) The Tax Redemption Notice, if delivered sent in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading fifteenth Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Company a written notice to that effect not later than the second Business Day immediately preceding the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(da) Upon receiving such Notice of Tax Redemption, each Holder who does will not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures receive any Additional Amounts with respect to any Global Notepayments or delivery (including consideration due in respect of conversion or the Fundamental Change Repurchase Price, not have its Notes redeemedand whether payable in cash, Conversion Securities or otherwise) made in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Holders’ Notes solely as a result of such change the Change in tax law Tax Law that resulted in the obligation to pay caused such Additional Amounts to be paid after the Tax Redemption Date and (whether upon conversion, required repurchase b) all future payments (including consideration due in connection with a respect of conversion or the Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwiseChange Repurchase Price, and whether payable in cash, Common Shares, Reference Property Conversion Securities or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to any tax required to be withheld or deducted under the deduction or withholding laws of such a Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld Jurisdiction, as a result of such change Change in tax lawTax Law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed be subject to a Tax Redemption converts its Notes during the related Redemption Periodin connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.;
(ex) The Holder must deliver the Conversion Rate; and
(xi) the ISIN or other similar numbers, if any, assigned to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Datesuch Notes. A Tax Redemption Notice shall be irrevocable and shall not be subject to conditions. In the case of a Tax Redemption, a Holder may withdraw convert its Notes at any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to time until the close of business on the second Business Day prior to preceding the Tax Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 2 contracts
Samples: Subscription Agreement (Oatly Group AB), Subscription Agreement (Oatly Group AB)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right Not more than 60 calendar days but not less than 30 calendar days prior to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of in connection with a Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee“Tax Redemption Required Notice Period”), the Trustee, in the name of and at the expense of the Company, Company shall deliver or cause to be delivered mail a written notice of such Tax Redemption redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days by first-class mail, postage prepaid (as calculated in the case of Securities held in book entry form, by the Company) prior electronic transmission), to the Redemption Date Trustee, the Paying Agent and each Holder of Securities to each Holderbe redeemed, at their addresses set forth in the Register; provided, provided however, that, (x) that the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days afterdeliver any such notice to any Holder, the earliest date on Trustee or from which the Company would be obligated to pay Paying Agent at any such Additional Amounts; and (y) at the time the Company gives a Notice when there exists any Default or an Event of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectDefault. The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specifyspecify the Securities to be redeemed and shall state:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Dateapplicable Conversion Rate, the Redemption applicable Conversion Price will become due and payable upon each Note the Settlement Method to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Dateused in respect of any conversion of Securities;
(iv) the place or places where such Notes are to be surrendered for payment name and address of the Redemption PricePaying Agent and Conversion Agent;
(v) that Holders Securities called for redemption may surrender their Notes for conversion be converted at any time prior to before the close Close of business Business on the Trading Business Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption DatePrice, such later date on which the Company pays the Redemption Price), at which time the right of the Holder to convert such Securities called for redemption will expire;
(vi) that Holders who want to convert Securities must satisfy the requirements set forth therein and in this Indenture;
(vii) that Securities called for redemption must be surrendered to the Paying Agent for cancellation to collect the Redemption Price;
(viii) that Holders have the right to elect not to have their Securities redeemed by delivery to the Paying Agent a Notice of Election;
(ix) that, at and after the Redemption Date, Holders who elect not to have their Securities redeemed will not receive any Additional Amounts on any payments with respect to such Securities (whether upon conversion, repurchase, maturity or otherwise, and whether in cash, Ordinary Shares, Reference Property or otherwise), and all future payments with respect to such Notes the Securities will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes Taxes required by law to be deducted or withheld as a result withheld;
(x) that, unless the Company defaults in making payment of such change in tax law; provided thatRedemption Price, the obligations interest will cease to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments accrue on and deliveries made in periods prior to after the Redemption Date; and
(xi) the CUSIP number of the Securities. At the time that such Notice of Tax Redemption is provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to publish a notice containing such conversion.
(e) information in a newspaper of general circulation in The Holder must deliver to City of New York or publish the Trustee and Paying Agent a information on the Company’s website or through such other public medium as the Company may use at that time. At the Company’s written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day request delivered at least five Business Days (unless a shorter time period shall be acceptable to the Trustee) prior to the date such Notice of Tax Redemption Date. A Holder may withdraw any notice of election by delivering is to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is madebe given, the Holder’s Notes will Trustee shall give the Notice of Tax Redemption to each Holder of Securities to be redeemed without any further actionwithin the Tax Redemption Required Notice Period in the Company’s name and at the Company’s expense.
Appears in 2 contracts
Samples: Indenture (Avago Technologies LTD), Indenture (Avago Technologies LTD)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business 110 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 95 nor more than 60 105 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each HolderHolder of Notes and the Paying Agent (the date such notice is delivered, the “Tax Redemption Notice Date”); provided, however, that, (x) if the Company shall not give a Notice such notice, it shall also give written notice of the Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, Date to the earliest date on or from which Trustee and the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectPaying Agent. The Tax Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Simultaneously with providing a Tax Redemption Notice, the Company shall publish, or any defect shall cause to be published, a notice containing the information set forth in the Notice of such Tax Redemption Notice on Avadel’s website or through such other public medium as Avadel may use at that time and shall file the publication with the Recognized Stock Exchange on which the Notes are then listed so long as the Notes are so listed on a Recognized Stock Exchange. Prior to sending a Tax Redemption Notice, the Company shall deliver 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.
(c) Each Notice of Tax Redemption shall specify:
Trustee (i) an Officers’ Certificate stating that the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does relevant Obligor cannot wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in avoid the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after respect of the Redemption Date for such relevant Tax Redemption (or, if by taking commercially reasonable measures available to it and the Company fails opinion of outside legal counsel referred to pay in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officers’ Certificate and such opinion of outside legal counsel as sufficient evidence of the Redemption Price on existence and satisfaction of the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions conditions precedent set forth in Section 2.1116.01, will continue to apply for payments in which event it shall be conclusive and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business binding on the Business Day prior to Holders of the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further actionNotes.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 55 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, Company shall deliver mail or cause to be delivered mailed a notice of such Tax Redemption prepared by the Company (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, if the Company shall give such notice, it shall also give a written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record on such Regular Record Date.
(xb) the The Company shall not give a Notice of any Tax Redemption Notice earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due, and the obligation to pay any such Additional Amounts; and (y) Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, mailing of any Tax Redemption Notice pursuant to the foregoing, the Company gives a Notice of Tax Redemption, shall deliver to the circumstances creating Trustee (a) an Officers’ Certificate stating that the Company’s obligation to pay such Additional Amounts remain cannot be avoided by the Company taking reasonable measures available to it; and (b) a written opinion of independent tax counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of a Change in effectTax Law. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officers’ Certificate and such opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent set forth in Section 16.01, in which event it shall be conclusive and binding on the Holders of the Notes.
(bc) The Notice of Tax RedemptionRedemption Notice, if delivered mailed in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice by mail or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Shares, Reference Property ADSs or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided thator amendment;
(x) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of ADSs added to the exceptions set forth Conversion Rate in accordance with Section 2.1114.03; and
(xi) the CUSIP, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional AmountsISIN or other similar numbers, if any, with respect assigned to such conversionNotes.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Trina Solar LTD)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 45 nor more than 60 65 Scheduled Trading Days (as calculated by the Company) Days’ prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, that (xi) the Company shall may not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior toafter December 31, or later than 365 days after2022, the earliest date on or from which and (ii) if the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives shall give a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
. The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the notes or guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (bi) The issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, if delivered in the manner herein provided, it 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 of Tax Redemption or any defect in the Notice of Tax Redemption deliver 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.
(c) Each Notice of Tax Redemption shall specify:
Trustee (i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior an Officer’s Certificate to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert effect that it cannot avoid its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, by the Company or the relevant Guarantor taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be obligated to pay Additional Amounts, if any, with respect to such conversionconclusive and binding on all of the Holders.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right order to redeem all of the Notes pursuant to Section 15.03Securities, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice notice of Tax Redemption is to must be sent (or such shorter period of time as may be acceptable to the Trustee)given by first-class mail, the Trusteepostage prepaid, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) mailed not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) days prior to the Tax Redemption Date Date, to each Holder; providedHolder of Securities to be redeemed, however, that, (x) at his address appearing in the Company shall not give a Notice Security Register. All notices of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, shall state:
(a) the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day.Date;
(b) The the Tax Redemption Price;
(c) that Securities called for redemption must be surrendered to the Paying Agent to collect the Tax Redemption Price;
(d) that on the Tax Redemption Date the Tax Redemption Price will become due and payable upon each such Security, and that (unless the Issuer shall default in payment of the Tax Redemption Price) interest thereon shall cease to accrue on and after said date;
(e) subject to procedures with respect to Global Securities, the place or places where such Securities are to be surrendered for payment of the Tax Redemption Price; and
(f) the CUSIP number, if any, relating to such Securities. Notice of Tax Redemptionredemption of Securities to be redeemed at the election of the Issuer shall be given by the Issuer or, at the Issuer's written request, by the Trustee in the 110 name and at the expense of the Issuer. If the Issuer elects to give notice of redemption, it shall provide the Trustee with a certificate stating that such notice has been given in compliance with the requirements of this Section 1304. The notice, if delivered 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 of Tax Redemption notice by mail or any defect in the Notice of Tax Redemption notice to the Holder of any Note Security designated for redemption repurchase as a whole or in part shall not affect the validity of the proceedings for the redemption of any other NoteSecurity.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Us Industries Inc)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 55 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, Company shall deliver mail or cause to be delivered mailed a notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, if the Company shall give such notice, it shall also give a written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record on such Regular Record Date.
(xb) the The Company shall not give a Notice of any Tax Redemption Notice earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due, and the obligation to pay any such Additional Amounts; and (y) Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, mailing of any Tax Redemption Notice pursuant to the foregoing, the Company gives a Notice of Tax Redemption, shall deliver to the circumstances creating Trustee (a) an Officers’ Certificate stating that the Company’s obligation to pay such Additional Amounts remain cannot be avoided by the Company taking reasonable measures available to it; and (b) a written opinion of independent tax counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of a Change in effectTax Law. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officers’ Certificate and such opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent set forth in Section 16.01, in which event it shall be conclusive and binding on the Holders of the Notes.
(bc) The Notice of Tax RedemptionRedemption Notice, if delivered mailed in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice by mail or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Shares, Reference Property ADSs or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided thator amendment;
(x) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of ADSs added to the exceptions set forth Conversion Rate in Section 2.11accordance with Section 14.03; and
(xi) the CUSIP, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional AmountsISIN or other similar numbers, if any, with respect assigned to such conversionNotes.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (YY Inc.)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right At least 30 days but not more than 60 days prior to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of in connection with a Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee)Redemption, the Trustee, in the name of and at the expense of the Company, Company shall deliver or cause to be delivered provide a notice of such Tax Redemption redemption to each Holder of Notes to be redeemed (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect). The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specifyspecify the Notes to be redeemed and shall state:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price will become due applicable Conversion Rate and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Dateapplicable Conversion Price;
(iv) the place or places where such name and address of the Paying Agent and the Conversion Agent;
(v) that Notes are offered to be surrendered for payment redeemed may be converted at any time before the close of business on the Business Day immediately preceding the Redemption Date or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price;
(vvi) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow who want to convert its Notes must satisfy the requirements set forth therein and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodin this Indenture;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Paying Agent a Notice of Tax Redemption Election;
(viii) that Holders who wish to elect not to have their Notes redeemed or to withdraw such an election must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change the Change in tax law Tax Law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01Change or the 2016 Repurchase Date, maturity or otherwise, and whether in cash, Common Ordinary Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption DatePrice, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.Tax Law;
(ex) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs that Notes offered to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering redeemed must be surrendered to the Paying Agent a written notice for cancellation to collect the Redemption Price;
(xi) that, unless the Company defaults in making payment of withdrawal from a Holder through the Applicable Procedures such Redemption Price, interest will cease to accrue with respect to any Global Note redeemed Notes on and after the Redemption Date;
(xii) the CUSIP number of the Notes; and
(xiii) if Holders would be entitled to Tax Redemption Additional Shares upon conversion in connection with such Tax Redemption, that Holders would be so entitled and the amount by which the Conversion Rate has been, or would be, so increased (along with a description of how such increase is calculated and the time period during which Notes must be surrendered in order to be entitled to such increase).
(b) Simultaneously with providing such Notice of Tax Redemption, the Company shall publish a notice containing this information in a newspaper of general circulation in the City of New York or publish the information on the Company’s website or through such other public medium as the Company may use at that time. If Holders would be entitled to Tax Redemption Additional Shares upon conversion in connection with such Tax Redemption, each such press release shall also state the information required under Section 14.02(a)(xiii).
(c) At the Company’s written request delivered at least 10 days prior to the close date such Notice of business on the Business Day prior Tax Redemption is to be given (unless a shorter period shall be acceptable to the Redemption Date. Where no election is madeTrustee), the Holder’s Trustee shall give Notice of Tax Redemption to each Holder of Notes will to be redeemed without any further actionin the Company’s name and at the Company’s expense.
Appears in 1 contract
Samples: Indenture (Sina Corp)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business 70 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 45 nor more than 60 65 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each HolderHolder of Notes (the date such notice is delivered, the “Tax Redemption Notice Date”); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Tax Redemption Date to the Trustee, the Conversion Agent (xif other than the Trustee) and the Paying Agent. The Tax Redemption Date must be a Business Day, and the Company shall not specify a Tax Redemption Date that falls on or after the 36th Scheduled Trading Day immediately preceding the Maturity Date. The Company shall not, and the Company shall not be permitted to, send a Notice of Tax Redemption so long as, as of the date of the Notice of Tax Redemption, the Company shall have failed to file all reports and other materials required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that it was required to file such reports and materials), after giving effect to all applicable grace periods thereunder and other than reports on Form 6-K. Simultaneously with providing a Notice of Tax Redemption, the Company shall publish, or cause to be published, a notice containing the information set forth in such Notice of Tax Redemption on the Company’s website or through such other public medium as the Company may use at that time.
(b) Notwithstanding anything to the contrary in this Indenture, the Company shall not give a any such Notice of Tax Redemption earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) , and, at the time the Company gives a such Notice of Tax RedemptionRedemption is given, the circumstances creating the Company’s obligation to pay such Additional Amounts must remain in effect. The Redemption Date must be a Business Day.
(bc) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption Tax Redemption of any other Note.
(cd) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice Date and prior to the close of business on the Scheduled Trading Day immediately preceding the Tax Redemption DateDate (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price);
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply applicable to each any conversion with a Conversion of Notes occurring at any time on or after the Tax Redemption Notice Date occurring during and prior to the related close of business on the Scheduled Trading Day immediately preceding the Tax Redemption PeriodDate;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th Business Day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed pursuant to this Article 16 must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed pursuant to this Article 16 will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the requirements for conversion described under Section 14.02 before the close of business on the Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s conversion of its Notes;
(x) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their Notes at any time from, and including, the Tax Redemption Notice Date until the close of business on the Scheduled Trading Day immediately preceding the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price)); and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Arrival)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0317.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a written notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 45 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) provided that the Company shall not also give a Notice such written notice of the Tax Redemption Date to the Trustee and the Paying Agent; provided further that no such Tax Redemption Notice shall be given earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company or any Successor Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain if a payment in effectrespect of the Notes were then due. The Tax Redemption Date must be a Business Day.. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record of the Notes on such Regular Record Date.
(b) Prior to the delivery of any Tax Redemption Notice, the Company shall deliver to the Trustee (i) a certificate signed by two of the Company’s Officers stating that the requirement to pay Additional Amounts as provided in Section 17.01 cannot be avoided by the taking of reasonable measures by the Company or any Successor Company and (ii) an opinion of independent legal or tax advisors of recognized standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective). The Notice of Trustee shall accept and conclusively rely upon such certificate and opinion (without further investigation or enquiry) and it shall be conclusive and binding on the Holders.
(c) The Tax RedemptionRedemption Notice, if delivered mailed in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice by mail or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Shares, Reference Property Shares or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax lawor amendment; provided that
(x) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of Common Shares added to the exceptions set forth Conversion Rate in accordance with Section 2.1114.03; and
(xi) the CUSIP, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional AmountsISIN or other similar numbers, if any, with respect assigned to such conversionNotes.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Canadian Solar Inc.)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 10 nor more than 60 Scheduled Trading Days (as calculated by the Company) days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) that if the Company shall not give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 Scheduled Trading Days days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any make such payment of Additional Amounts; Amounts if a payment in respect of the Notes was then due and (y) at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company gives will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the circumstances creating Trustee (i) an Officer’s Certificate to the Company’s effect that it cannot avoid its obligation to pay such Additional Amounts remain in effectby the Company taking reasonable measures available to it. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:: the Tax Redemption Date;
(i) the Redemption DatePrice;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(viii) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) that Holders may surrender their Notes called for redemption for conversion at any time prior from the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;
(viv) the procedures a converting an exchanging Holder must follow to convert its Notes and the Settlement Method called for redemption and, if applicablethe Company chooses to elect a Settlement Method for any such conversions, Specified Dollar Amount the relevant Settlement Method;
(vi) that would apply Holders have the right to each conversion with a Conversion Date occurring during elect not to have their Notes redeemed by delivering to the related Trustee written notice to that effect not later than the 10th calendar day prior to the Tax Redemption PeriodDate;
(vii) that Holders who wish to elect not to have their Notes redeemed must satisfy the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate requirements set forth herein and in accordance with Section 14.03this Indenture;
(viii) that, on and after the CUSIPTax Redemption Date, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change Change in tax law that resulted in the obligation to pay such Additional Amounts Tax Law (whether upon conversionexchange, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01prepayment, maturity or otherwise, and whether in cash, shares of Common Shares, Reference Property Stock or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future subsequent payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing applicable Tax Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax lawTax Law; provided thatand
(ix) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of shares of Common Stock added to the exceptions set forth Conversion Rate in accordance with Section 2.1116.06. A Notice of Tax Redemption shall be irrevocable. In the case of a Tax Redemption, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have may convert any or all of its Notes redeemed converts its Notes during called for redemption at any time from the related date of the Notice of Tax Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business second Scheduled Trading Day prior immediately preceding the Tax Redemption Date or, if the Company fails to pay the Redemption Date. Where no election is madePrice, such later date on which the Holder’s Notes will be redeemed without any further actionCompany pays or duly provides for the Redemption Price.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 45 nor more than 60 65 Scheduled Trading Days (as calculated by the Company) Days’ prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, that (xi) the Company shall may not give a Notice of Tax Redemption earlier than 60 after to the 40th Scheduled Trading Days prior toDay immediately before the Maturity Date, or later than 365 days after, the earliest date on or from which and (ii) if the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives shall give a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any such Notice of Tax Redemption earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the notes or guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, if delivered in the manner herein provided, it 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 of Tax Redemption or any defect in the Notice of Tax Redemption deliver 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.
(c) Each Notice of Tax Redemption shall specify:
Trustee (i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior an Officer’s Certificate to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert effect that it cannot avoid its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, by the Company or the relevant Guarantor taking reasonable measures available to it. The Trustee shall accept and shall be entitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be obligated to pay Additional Amounts, if any, with respect to such conversionconclusive and binding on all of the Holders.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business 65 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 35 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each HolderHolder of Notes (the date such notice is delivered, the “Tax Redemption Notice Date”); provided, however, that, (x) if the Company shall give such notice, it shall also give written notice of the Tax Redemption Date to the Trustee, the Conversion Agent (if other than the Trustee) and the Paying Agent. The Tax Redemption Date must be a Business Day. Simultaneously with providing a Notice of Tax Redemption, the Company shall publish, or cause to be published, a notice containing the information set forth in such Notice of Tax Redemption on the Company’s website or through such other public medium as the Company may use at that time.
(b) Notwithstanding anything to the contrary in this Indenture, the Company will not give a any such Notice of Tax Redemption earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) , and, at the time the Company gives a such Notice of Tax RedemptionRedemption is given, the circumstances creating the Company’s obligation to pay such Additional Amounts must remain in effect. The Redemption Date must be a Business Day.
(bc) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption Tax Redemption of any other Note.
(cd) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the Special Interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply applicable to each any conversion with a Conversion of Notes occurring at any time on or after the Tax Redemption Notice Date occurring during and prior to the related close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption PeriodDate;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th Business Day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the requirements for conversion described under Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s conversion of its Notes;
(x) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their at any time from, and including, the Tax Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price)); and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Wix.com Ltd.)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business 70 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 50 nor more than 60 65 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each HolderHolder of Notes (the date such notice is delivered, the “Tax Redemption Notice Date”); provided, however, that, if the Company shall give such notice, it shall also give written notice of the Tax Redemption Date to the Trustee, the Conversion Agent (xif other than the Trustee) and the Paying Agent. A Notice of Tax Redemption may not be subject to conditions. The Tax Redemption Date must be a Business Day. The Tax Redemption Date must be a Business Day, and the Company shall not give specify a Notice of Tax Redemption earlier than 60 Date that falls on or after the 41st Scheduled Trading Days prior to, or later than 365 days after, Day immediately preceding the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives Maturity Date. Simultaneously with providing a Notice of Tax Redemption, the circumstances creating Company shall publish, or cause to be published, a notice containing the information set forth in such Notice of Tax Redemption on the Company’s obligation to pay website or through such Additional Amounts remain in effect. The Redemption Date must be a Business Dayother public medium as the Company may use at that time.
(b) Notwithstanding anything to the contrary in this Indenture, the Company will not give any such Notice of Tax Redemption earlier than 90 days prior to the Earliest Tax Redemption Date, and, at the time such Notice of Tax Redemption is given, the obligation to pay Additional Amounts must remain in effect.
(c) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption Tax Redemption of any other Note.
(cd) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the Special Interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply applicable to each any conversion with a Conversion of Notes occurring at any time on or after the Tax Redemption Notice Date occurring during and prior to the related close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption PeriodDate;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th Business Day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the requirements for conversion described under Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s conversion of its Notes;
(x) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their at any time from, and including, the Tax Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price)); and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Camtek LTD)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business 65 Scheduled Trading Days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 45 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each HolderHolder of Notes and the Paying Agent (the date such notice is delivered, the “Redemption Notice Date”); provided, however, that, (x) if the Company shall not give a Notice such notice, it shall also give written notice of Tax the Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, Date to the earliest date on or from which Trustee and the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectPaying Agent. The Redemption Date must be a Business Day.
(b) The . Simultaneously with providing a Redemption Notice, the Company shall publish, or shall cause to be published, a notice containing the information set forth in such Redemption Notice of Tax Redemptionon Avadel’s website or through such other public medium as Avadel may use at that time and shall file the publication with the Recognized Stock Exchange on which the Notes are then listed so long as the Notes are so listed on a Recognized Stock Exchange. Prior to sending a Redemption Notice, if delivered in the manner herein provided, Company 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 of Tax Redemption or any defect in the Notice of Tax Redemption deliver 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.
(c) Each Notice of Tax Redemption shall specify:
Trustee (i) an Officers’ Certificate stating that the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does relevant Obligor cannot wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in avoid the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after respect of the Redemption Date for such relevant Tax Redemption (or, if by taking commercially reasonable measures available to it and the Company fails opinion of outside legal counsel referred to pay in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officers’ Certificate and such opinion of outside legal counsel as sufficient evidence of the Redemption Price on existence and satisfaction of the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions conditions precedent set forth in Section 2.1116.01, will continue to apply for payments in which event it shall be conclusive and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business binding on the Business Day prior to Holders of the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further actionNotes.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption of any other Note.
(cb) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the Special Interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays the Redemption Price;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply applicable to each any conversion with a Conversion of Notes occuring at any time on or after the Redemption Notice Date occurring during and prior to the related close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption PeriodDate;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th Business Day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the requirements for conversion described under Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s conversion of its Notes;
(x) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their at any time from, and including, the Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date (or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price)); and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Wix.com Ltd.)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 55 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, Company shall deliver send or cause to be delivered sent a written notice of such Tax Redemption prepared by the Company (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register (or in the case of Global Notes, electronically in accordance with the applicable procedures of the Depositary); provided, however, that, if the Company shall give such notice, it shall also give a written notice of the Tax Redemption Date to the Trustee. The Tax Redemption Date must be a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record on such Regular Record Date.
(xb) the The Company shall not give a Notice of any Tax Redemption Notice earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to make such payment or withholding if a payment in respect of the Notes were then due, and the obligation to pay any such Additional Amounts; and (y) Amounts must be in effect at the time such Tax Redemption Notice is given. Prior to the publication or, where relevant, sending of any Tax Redemption Notice pursuant to the foregoing, the Company gives a Notice of Tax Redemption, shall deliver to the circumstances creating Trustee (a) an Officers’ Certificate stating that the Company’s obligation to pay such Additional Amounts remain cannot be avoided by the Company taking reasonable measures available to it; and (b) a written opinion of independent tax counsel to the effect that the Company has or will become obligated to pay such Additional Amounts as a result of a Change in effectTax Law. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officers’ Certificate and such opinion of independent tax counsel as sufficient evidence of the existence and satisfaction of the conditions precedent set forth in Section 16.01, in which event it shall be conclusive and binding on the Holders of the Notes.
(bc) The Notice of Tax RedemptionRedemption Notice, if delivered sent in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(da) Upon receiving such Notice of Tax Redemption, each Holder who does will not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures receive any Additional Amounts with respect to any Global Note, not have its payments made in respect to such Holders’ Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment and (b) all future payments with respect to such the Notes solely will be subject to any tax required to be withheld or deducted under the laws of a Relevant Taxing Jurisdiction, in each case, as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Shares, Reference Property ADSs or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed be subject to a Tax Redemption converts its Notes during the related Redemption Periodin connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.;
(ex) The Holder must deliver the Conversion Rate and, if applicable, the number of ADSs added to the Trustee and Paying Agent a written notice of election through Conversion Rate in accordance with Section 14.03; and
(xi) the Applicable Procedures with respect CUSIP, ISIN or other similar numbers, if any, assigned to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further actionsuch Notes.
Appears in 1 contract
Samples: Indenture (Trina Solar LTD)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 10 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) that if the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
. The Company shall not give any such notice of redemption earlier than 60 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes or the Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (bi) The issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on the Guarantor’s public website. Prior to the mailing, publication or, where relevant, delivery of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company delivers a Notice of Tax Redemption, if delivered in the manner herein provided, it 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 of Tax Redemption or any defect in the Notice of Tax Redemption deliver 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.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior Trustee an Officer’s Certificate to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert effect that it cannot avoid its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject by the Company or the Guarantor taking reasonable measures available to the exceptions set forth Company or the Guarantor. The Trustee shall accept and shall be entitled to conclusively rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company which event it will be obligated to pay Additional Amounts, if any, with respect to such conversionconclusive and binding on all of the Holders.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 10 nor more than 60 Scheduled Trading Days (as calculated by the Company) days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) that if the Company shall not give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 Scheduled Trading Days days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any make such payment of Additional Amounts; Amounts if a payment in respect of the Notes was then due and (y) at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company gives will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the circumstances creating Trustee an Officer’s Certificate to the Company’s effect that it cannot avoid its obligation to pay such Additional Amounts remain in effectby the Company taking reasonable measures available to it. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:: the Tax Redemption Date;
(i) the Redemption DatePrice;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(viii) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) that Holders may surrender their Notes called for redemption for conversion at any time prior from the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;
(viv) the procedures a converting an exchanging Holder must follow to convert its Notes and the Settlement Method called for redemption and, if applicablethe Company chooses to elect a Settlement Method for any such conversions, Specified Dollar Amount the relevant Settlement Method;
(vi) that would apply Holders have the right to each conversion with a Conversion Date occurring during elect not to have their Notes redeemed by delivering to the related Trustee written notice to that effect not later than the 5th calendar day prior to the Tax Redemption PeriodDate;
(vii) that Holders who wish to elect not to have their Notes redeemed must satisfy the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate requirements set forth herein and in accordance with Section 14.03this Indenture;
(viii) that, on and after the CUSIPTax Redemption Date, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change Change in tax law that resulted in the obligation to pay such Additional Amounts Tax Law (whether upon conversionexchange, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01prepayment, maturity or otherwise, and whether in cash, shares of Common Shares, Reference Property Stock or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future subsequent payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing applicable Tax Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax lawTax Law; provided thatand
(ix) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of shares of Common Stock added to the exceptions set forth Conversion Rate in accordance with Section 2.1114.03. A Notice of Tax Redemption shall be irrevocable. In the case of a Tax Redemption, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have may convert any or all of its Notes redeemed converts its Notes during called for redemption at any time from the related date of the Notice of Tax Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business second Scheduled Trading Day prior immediately preceding the Tax Redemption Date or, if the Company fails to pay the Redemption Date. Where no election is madePrice, such later date on which the Holder’s Notes will be redeemed without any further actionCompany pays or duly provides for the Redemption Price.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 35 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the CompanyCompany shall send, shall deliver or cause to be delivered sent, a written notice of such Tax Redemption prepared by the Company (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register (or in the case of Global Notes, electronically in accordance with the applicable procedures of the Depositary); provided, however, that, (x) if the Company shall not give such notice, it shall also give a Notice written notice of the Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, Date to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectTrustee. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any Tax Redemption Notice earlier than 60 days prior to the earliest date on which the Company would be obligated to pay any Additional Amounts, and the obligation to pay such Additional Amounts must be in effect at the time such Tax Redemption Notice is given. Simultaneously with providing such notice, the Company shall publish a notice containing this information in a newspaper of general circulation in The City of New York or publish the information on its website or through such other public medium as it may use at that time.
(c) The Tax RedemptionRedemption Notice, if delivered sent in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Tax Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Tax Redemption Price;
(iv) that on the Tax Redemption Date, the Tax Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance Company, with Section 14.03a copy to the Paying Agent, a written notice to that effect not later than the second Business Day immediately preceding the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(da) Upon receiving such Notice of Tax Redemption, each Holder who does will not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures receive any Additional Amounts with respect to any Global Notepayments or delivery (including consideration due in respect of conversion, not have its Notes redeemedRepurchase Price or Fundamental Change Repurchase Price, and whether payable in which case the Company will not be obligated to pay any Additional Amounts on any payment with cash, ADSs or otherwise) made in respect to such Holders’ Notes solely as a result of such change the Change in tax law Tax Law that resulted in the obligation to pay caused such Additional Amounts to be paid after the Tax Redemption Date and (whether upon b) all future payments (including consideration due in respect of conversion, required repurchase in connection with a Repurchase Price or Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwiseChange Repurchase Price, and whether payable in cash, Common Shares, Reference Property ADSs or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to any tax required to be withheld or deducted under the deduction or withholding laws of such a Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld Jurisdiction, as a result of such change Change in tax lawTax Law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed be subject to a Tax Redemption converts its Notes during the related Redemption Periodin connection with such Tax Redemption, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.;
(ex) The Holder must deliver the Conversion Rate and, if applicable, the number of ADSs added to the Trustee and Paying Agent a written notice of election through Conversion Rate in accordance with Section 14.03; and
(xi) the Applicable Procedures with respect CUSIP, ISIN or other similar numbers, if any, assigned to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further actionsuch Notes.
Appears in 1 contract
Samples: Indenture (China Lodging Group, LTD)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 45 nor more than 60 65 Scheduled Trading Days (as calculated by the Company) Days’ prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, that (xi) the Company shall may not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior toafter June 30, or later than 365 days after2024, the earliest date on or from which and (ii) if the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives shall give a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any such notice of redemption earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the notes or guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, if delivered in it shall deliver to the manner herein provided, Trustee (i) an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the relevant Guarantor taking reasonable measures available to it. The Trustee shall accept and shall be conclusively presumed entitled to have been duly given, whether or not the Holder receives rely on such notice. In any case, failure to give such Notice Officer’s Certificate and Opinion of Tax Redemption or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption Counsel as a whole or in part shall not affect the validity sufficient evidence of the proceedings for existence and satisfaction of the redemption conditions as described above, in which event it will be conclusive and binding on all of any other Notethe Holders.
(c) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender their Notes called for redemption for conversion at any time prior from the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;
(vi) the procedures a converting an exchanging Holder must follow to convert its Notes and the Settlement Method called for redemption and, if applicablethe Company chooses to elect a Settlement Method for any such conversions, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodrelevant Settlement Method;
(vii) that Holders have the right to elect not to have their Notes redeemed by delivering to the Trustee written notice to that effect not later than the 10th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth herein and in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes solely as a result of such Change in Tax Law (whether upon exchange, prepayment, maturity or otherwise, and whether in cash, shares of Common Stock or otherwise), and all subsequent payments with respect to the Notes will be subject to the deduction or withholding of such applicable Tax Jurisdiction taxes required by law to be deducted or withheld as a result of such Change in Tax Law;
(x) the Conversion Rate and, if applicable, the number of Additional Shares shares of Common Stock added to the Conversion Rate in accordance with Section 14.03;16.06; and
(viiixi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such . In the case of a Tax Redemption, a Holder may convert any or all of its Notes called for redemption at any time from the date of the Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) Redemption to the extent permitted by close of business on the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case second Scheduled Trading Day immediately preceding the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Tax Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption DatePrice, such later date on which the Company pays or duly provides for the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03Section 16.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 10 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) that if the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any such notice of redemption earlier than 60 calendar days prior to the earliest date on which the Company or the Guarantor would be obligated to make such payment of Additional Amounts if a payment in respect of the Notes or the Guarantee were then due and at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on the Guarantor’s public website. Prior to the mailing, publication or, where relevant, delivery of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company delivers a Notice of Tax Redemption, if delivered in it shall deliver to the manner herein provided, Trustee an Officer’s Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by the Company or the Guarantor taking reasonable measures available to the Company or the Guarantor. The Trustee shall accept and shall be entitled to conclusively presumed to have been duly given, whether or not the Holder receives rely on such notice. In any case, failure to give such Notice Officer’s Certificate and Opinion of Tax Redemption or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption Counsel as a whole or in part shall not affect the validity sufficient evidence of the proceedings for existence and satisfaction of the redemption conditions as described above, in which event it will be conclusive and binding on all of any other Notethe Holders.
(c) Each Notice of Tax Redemption shall specify:
(i) A. the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) 5 Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect; and (z) if the Company shall give such notice, it shall also give the Notice of Tax Redemption to the Trustee and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day; and provided, further, that if the Company elects to exercise its Share Repayment Right in accordance with Section 16.07, such Notice of Tax Redemption shall be delivered in accordance with the time frame specified in such Section.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price Price
(including iii) if applicable, the aggregate principal amount of accrued interest, if any, Notes in respect of which the Company is exercising the Share Repayment Right pursuant to be paid on the Redemption Date)Section 16.07;
(iiiiv) that on the Redemption Date, the Redemption Price 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;
(ivv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(vvi) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date;
(vivii) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(viiviii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.0314.03(a);
(viiiix) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ixx) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.0116.01, maturity or otherwise, and whether in cash, Common Subordinate Voting Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs so as to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (each, a “Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 65 calendar days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 95 nor more than 60 105 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each HolderHolder of Notes and the Paying Agent; provided, however, that, (x) if the Company shall not give a Notice such notice, it shall also give written notice of Tax the Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, Date to the earliest date on or from which Trustee and the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effectPaying Agent. The Redemption Date must be a Business Day.
(b) The . Simultaneously with providing a Redemption Notice, the Company shall publish, or shall cause to be published, a notice containing the information set forth in such Redemption Notice of Tax Redemptionon Avadel’s website or through such other public medium as Avadel may use at that time and shall file the publication with the Recognized Stock Exchange on which the Notes are then listed so long as the notes are so listed on a Recognized Stock Exchange. Prior to sending a Redemption Notice, if delivered in the manner herein provided, Company 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 of Tax Redemption or any defect in the Notice of Tax Redemption deliver 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.
(c) Each Notice of Tax Redemption shall specify:
Trustee (i) an Officers’ Certificate stating that the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does relevant Obligor cannot wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in avoid the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after respect of the Redemption Date for such relevant Tax Redemption (or, if by taking commercially reasonable measures available to it and the Company fails opinion of outside legal counsel referred to pay in Section 16.01. The Trustee shall accept and shall be entitled to rely on such Officers’ Certificate and such opinion of outside legal counsel as sufficient evidence of the Redemption Price on existence and satisfaction of the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions conditions precedent set forth in Section 2.1116.01, will continue to apply for payments in which event it shall be conclusive and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business binding on the Business Day prior to Holders of the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further actionNotes.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03Section 16.01, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of for Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of a “Tax Redemption Date”) and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Tax Redemption Date to each Holder; providedHolder (the date such notice is delivered, howeverthe “Tax Redemption Notice Date”). The Company shall give written notice of the Tax Redemption Date to the Trustee, thatthe Conversion Agent (if other than the Trustee) and the Paying Agent no later than five (5) days prior to the Tax Redemption Notice Date. The Tax Redemption Date must be a Business Day, and the Company shall not specify a Tax Redemption Date that falls on or after the 41st Scheduled Trading Day immediately preceding the Maturity Date.
(xb) Notwithstanding anything to the contrary in this Indenture, the Company shall not give a Notice of any such Tax Redemption Notice earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; , and (y) at the time the Company gives may give a Tax Redemption Notice of only if, on the Tax RedemptionRedemption Notice Date, the circumstances creating the Company’s obligation to pay such Additional Amounts remain remains in effect. The Redemption Date must be a Business Day.
(bc) The Notice of Tax RedemptionRedemption Notice, if 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 of Tax Redemption Notice by mail or any defect in the Notice of Tax Redemption Notice to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption Tax Redemption of any other Note.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Tax Redemption Date, the Redemption Price 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 Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time prior to during the close of business on the Trading Day immediately preceding the related Redemption DatePeriod;
(vi) the procedures a converting Holder must follow to convert its Notes and the election of Physical Settlement as the Settlement Method and, if applicable, Specified Dollar Amount that would apply applicable to each any conversion with a Conversion Date of Notes occurring at any time during the related Redemption Period;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed pursuant to a Tax Redemption by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th Business Day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their notes redeemed pursuant to a Tax Redemption must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed pursuant to a Tax Redemption will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction; provided that a Holder complying with the requirements for conversion described in Section 14.02 during the related Redemption Period will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company will pay Additional Amounts with respect to such Hxxxxx’s conversion of its Notes;
(x) the Conversion Rate, including any Additional Shares added thereto in accordance with Section 14.03 for Holders that convert their Notes at any time during the related Redemption Period; and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption Notice shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (BLACKBERRY LTD)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) 5 Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect; and (z) if the Company shall give such notice, it shall also give the Notice of Tax Redemption to the Trustee and the Paying Agent (if other than the Trustee). The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Scheduled Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method andand Specified Dollar Amount, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Period;
(vii) the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate in accordance with Section 14.0314.03(a);
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.0116.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs so as to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Aurora Cannabis Inc)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice (which notice shall be irrevocable) of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 10 nor more than 60 Scheduled Trading Days (as calculated by the Company) days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) that if the Company shall not give a Notice of Tax Redemption, it shall also give a written notice of the Tax Redemption Date to the Trustee and the Paying Agent. The Tax Redemption Date must be a Business Day. The Company shall not give any such notice of redemption earlier than 60 Scheduled Trading Days days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any make such payment of Additional Amounts; Amounts if a payment in respect of the Notes was then due and (y) at the time such notice is given, the obligation to pay Additional Amounts must remain in effect. Simultaneously with providing a Notice of a Tax Redemption, the Company gives will (i) issue a press release containing the relevant information or disclose the relevant information in a Current Report on Form 8-K and (ii) post such information on its website. Prior to the mailing of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee an opinion of independent tax counsel of recognized standing qualified under the laws of the relevant Tax Jurisdiction (which counsel shall be reasonably acceptable to the Trustee) to the effect that there has been a Change in Tax Law which would entitle the Company to redeem the Notes hereunder. In addition, before the Company mails a Notice of Tax Redemption, it shall deliver to the circumstances creating Trustee an Officer’s Certificate to the Company’s effect that it cannot avoid its obligation to pay such Additional Amounts remain in effectby the Company taking reasonable measures available to it. The Redemption Date must Trustee shall accept and shall be a Business Dayentitled to rely on such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the existence and satisfaction of the conditions as described above, in which event it will be conclusive and binding on all of the Holders.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specify:: the Tax Redemption Date;
(i) the Redemption DatePrice;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(viii) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) that Holders may surrender their Notes called for redemption for conversion at any time prior from the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;
(viv) the procedures a converting an exchanging Holder must follow to convert its Notes and the Settlement Method called for redemption and, if applicablethe Company chooses to elect a Settlement Method for any such conversions, Specified Dollar Amount the relevant Settlement Method;
(vi) that would apply Holders have the right to each conversion with a Conversion Date occurring during elect not to have their Notes redeemed by delivering to the related Trustee written notice to that effect not later than the 10th calendar day prior to the Tax Redemption PeriodDate;
(vii) that Holders who wish to elect not to have their Notes redeemed must satisfy the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate requirements set forth herein and in accordance with Section 14.03this Indenture;
(viii) that, on and after the CUSIPTax Redemption Date, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change Change in tax law that resulted in the obligation to pay such Additional Amounts Tax Law (whether upon conversionexchange, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01prepayment, maturity or otherwise, and whether in cash, shares of Common Shares, Reference Property Stock or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future subsequent payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing applicable Tax Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax lawTax Law; provided thatand
(ix) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of shares of Common Stock added to the exceptions set forth Conversion Rate in accordance with Section 2.1114.03. A Notice of Tax Redemption shall be irrevocable. In the case of a Tax Redemption, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have may convert any or all of its Notes redeemed converts its Notes during called for redemption at any time from the related date of the Notice of Tax Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business second Scheduled Trading Day prior immediately preceding the Tax Redemption Date or, if the Company fails to pay the Redemption Date. Where no election is madePrice, such later date on which the Holder’s Notes will be redeemed without any further actionCompany pays or duly provides for the Redemption Price.
Appears in 1 contract
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder; provided, however, that, (x) the Company shall not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption of any other Note.
(cb) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion exchange at any time prior from the date of the Notice of Tax Redemption to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, the close of business on the Business Day immediately preceding such later date on which the Company pays the Redemption Price;
(vi) the procedures a converting an exchanging Holder must follow to convert exchange its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the requirements set forth in this Indenture;
(ix) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts as a result of the relevant Change in Tax Law on any payments with respect to such Notes (whether upon exchange, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction as a result of the relevant Change in Tax Law, provided that a Holder complying with the requirements for exchange described under Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company or Guarantor, as applicable, will pay Additional Amounts, if any are due with respect to such Holder’s exchange of its Notes;
(x) the Exchange Rate (including any Additional Shares added thereto for Holders that exchange their Notes during the relevant Redemption Period); and
(xi) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Redemption Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (LivaNova PLC)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0317.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days 55 days prior to the date such Notice of Tax Redemption is to be sent Date (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, Company shall deliver mail or cause to be delivered mailed a notice of such Tax Redemption (a “Notice of Tax RedemptionRedemption Notice”) not less than 30 45 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, (x) if the Company shall not give such notice, it shall also give a Notice written notice of the Tax Redemption Date to the Trustee; provided further that no such Tax Redemption Notice shall be given earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company or any Successor Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain if a payment in effectrespect of the Notes were then due. The Tax Redemption Date must be a Business Day. For the avoidance of doubt, if the Tax Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, interest accrued to the Interest Payment Date will be paid to Holders of record of the Notes on such Regular Record Date.
(b) Prior to the delivery of any Tax Redemption Notice, the Company shall deliver to the Trustee (i) a certificate signed by two of the Company’s Officers stating that the requirement to pay Additional Amounts as provided in Section 17.01 cannot be avoided by the taking of reasonable measures by the Company or any Successor Company and (ii) an opinion of independent legal or tax advisors of recognized standing to the effect that such change or amendment has occurred (irrespective of whether such amendment or change is then effective). The Notice of Trustee shall accept and rely upon such certificate and opinion (without further investigation or enquiry) and it shall be conclusive and binding on the Holders.
(c) The Tax RedemptionRedemption Notice, if delivered mailed in the manner herein provided, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption Notice by mail or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption Notice shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(v) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading second Business Day immediately preceding the Tax Redemption Date;
(vi) the procedures a converting Holder must follow to convert its Notes and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption PeriodNotes;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivery to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Taxing Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Shares, Reference Property Shares or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided thator amendment;
(x) the Conversion Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of Common Shares added to the exceptions set forth Conversion Rate in accordance with Section 2.1114.03; and
(xi) the CUSIP, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional AmountsISIN or other similar numbers, if any, with respect assigned to such conversionNotes.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
Appears in 1 contract
Samples: Indenture (Canadian Solar Inc.)
Notice of Tax Redemption. (a) In case the event that the Company exercises its Tax Redemption right to redeem all of the Notes Right pursuant to Section 15.0316.01, it shall fix a date for redemption (the “Tax Redemption Date Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption on which notice is sent to be sent the Holders (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver mail or cause to be delivered mailed a notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) calendar days prior to the Tax Redemption Date to each HolderHolder of Notes so to be redeemed at its last address as the same appears on the Note Register; provided, however, that, that (xi) the Company shall may not give a Notice of Tax Redemption earlier than 60 Scheduled Trading Days prior to, or later than 365 days after, the earliest date on or from which after May 15, 2023, and (ii) if the Company would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives shall give a Notice of Tax Redemption, it shall also give a written notice of the circumstances creating Tax Redemption Date to the Company’s obligation to pay such Additional Amounts remain in effectTrustee and the Paying Agent. The Tax Redemption Date must be a Business Day.
(b) The Company shall not give any Notice of Tax Redemption earlier than 60 calendar days prior to the earliest date on which NICE would be obligated to make such payment or withholding, if a payment in respect of the Notes were then due. Simultaneously with providing a Notice of Tax Redemption, NICE will issue a press release containing the relevant information and make the press release available on its website (or through such other public medium as NICE may use at that time). Prior to the publication or, where relevant, sending of any Notice of Tax Redemption of the Notes pursuant to the foregoing, the Company shall deliver to the Trustee (i) an Officer’s Certificate stating the obligation to pay such Additional Amounts cannot be avoided by taking commercially reasonable measures available to the Company or NICE; and (ii) a written opinion of an independent tax counsel of recognized standing to the effect that NICE has or will become obligated to pay such Additional Amounts as a result of a Change in Tax Law. The Trustee shall accept and rely upon such Officer’s Certificate and opinion (without further investigation or inquiry) and it shall be conclusive and binding on the Holders.
(c) The Notice of Tax Redemption, if delivered mailed in the manner herein providedprovided herein, shall be conclusively presumed to have been duly givengiven duly, whether or not the Holder receives such notice. In any case, failure to give such Notice of Tax Redemption by mail or any defect in the Notice of Tax 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.
(cd) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender their Notes called for conversion redemption for exchange at any time prior from the date of the Notice of Tax Redemption to the close of business on the Trading second Business Day immediately preceding the Tax Redemption DateDate or, if the Company fails to pay the Redemption Price, such later date on which the Company pays or duly provides for the Redemption Price;
(vi) the procedures a converting an exchanging Holder must follow to convert exchange its Notes and the Settlement Method called for redemption and, if applicablethe Company chooses to elect a Settlement Method for any such exchanges, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodrelevant Settlement Method;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Notes redeemed by delivering to the Conversion Rate in accordance with Section 14.03Trustee written notice to that effect not later than the 15th calendar day prior to the Tax Redemption Date;
(viii) that Holders who wish to elect not to have their Notes redeemed must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, on and after the Tax Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its their Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes solely as a result of such change Change in tax law that resulted in the obligation to pay such Additional Amounts Tax Law (whether upon conversionexchange, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01prepayment, maturity or otherwise, and whether in cash, Common Shares, Reference Property ADSs or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future subsequent payments with respect to such the Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change Change in tax law; provided thatTax Law;
(x) the Exchange Rate and, if applicable, the obligations to pay Additional Amounts to any electing Holder, subject number of ADSs added to the exceptions set forth Exchange Rate in accordance with Section 2.1116.06; and
(xi) the CUSIP, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional AmountsISIN or other similar numbers, if any, with respect assigned to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption DateNotes. A Notice of Tax Redemption shall be irrevocable. In the case of a Tax Redemption, a Holder may withdraw exchange any notice or all of election by delivering to its Notes called for redemption at any time from the Paying Agent a written notice date of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior Notice of Tax Redemption to the close of business on the second Business Day prior immediately preceding the Tax Redemption Date or, if the Company fails to pay the Redemption Date. Where no election is madePrice, such later date on which the Holder’s Notes will be redeemed without any further actionCompany pays or duly provides for the Redemption Price.
Appears in 1 contract
Samples: Indenture (NICE Ltd.)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.03, it shall fix At least 20 days but not more than 60 days before a Redemption Date and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of in connection with a Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee)Redemption, the Trustee, in the name of and at the expense of the Company, Company shall deliver or cause to be delivered provide a notice of redemption to each Holder of Securities to be redeemed at such Tax Redemption Holder’s address kept by the Security Registrar (a “Notice of Tax Redemption”) not less than 30 nor more than 60 Scheduled Trading Days (as calculated by the Company) prior to the Redemption Date to each Holder); provided, however, that, (x) provided that in no event will the Company shall not be obligated to give a any Notice of Tax Redemption earlier than 60 Scheduled Trading Days days prior to, or later than 365 days after, to the earliest date on or from which the Company it would be obligated to pay any such Additional Amounts; and (y) at the time the Company gives a Notice of Tax Redemption, the circumstances creating the Company’s obligation to pay such Additional Amounts remain in effect. The Redemption Date must be a Business Day.
(b) The Notice of Tax Redemption, if 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 of Tax Redemption or any defect in the Notice of Tax 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.
(c) Each Notice of Tax Redemption shall specifyspecify the Securities to be redeemed and shall state:
(i) the Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date);Price
(iii) that on the Redemption Date, the Redemption Price will become due Applicable Conversion Rate and payable upon each Note to be redeemed, and that interest thereon, if any, shall cease to accrue on and after the Redemption Dateapproximate Conversion Price;
(iv) the place or places where such Notes are name and address of the Paying Agent and Conversion Agent;
(v) that Securities offered to be surrendered for payment redeemed may be converted at any time before the Close of Business on the second Scheduled Trading Day immediately preceding the Redemption Date unless the Company fails to pay the Redemption Price;
(vvi) that Holders may surrender their Notes for conversion at any time prior to the close of business on the Trading Day immediately preceding the Redemption Date;
(vi) the procedures a converting Holder must follow who want to convert its Notes Securities must satisfy the requirements set forth therein and the Settlement Method and, if applicable, Specified Dollar Amount that would apply to each conversion with a Conversion Date occurring during the related Redemption Periodin this Indenture;
(vii) that Holders have the Conversion Rate and, if applicable, the number of Additional Shares added right to elect not to have their Securities redeemed by delivery to the Conversion Rate in accordance with Section 14.03Paying Agent a Notice of Election;
(viii) that Holders who wish to elect not to have their Securities redeemed or to withdraw such an election must satisfy the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; andrequirements set forth herein and in the Indenture;
(ix) that each Holder that, at and after the Redemption Date, Holders who does elect not wish to have the Company redeem its Notes will have the right to elect to not have its Notes their Securities redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay receive any Additional Amounts on any payment payments with respect to such Notes Securities solely as a result of such the change in tax law that resulted or amendment in the obligation to pay tax laws of the Relevant Jurisdiction that caused such Additional Amounts to be paid (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01repurchase, maturity or otherwise, and whether in cash, Common Ordinary Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes the Securities will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided or amendment;
(x) that Securities offered to be redeemed must be surrendered to the Paying Agent for cancellation to collect the Redemption Price;
(xi) that, unless the obligations Company defaults in making payment of such Redemption Price, interest will cease to pay Additional Amounts accrue with respect to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments redeemed Securities on and deliveries made in periods prior to after the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.and
(exii) The Holder must deliver to the Trustee and Paying Agent a CUSIP number of the Securities. At the Company’s written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day request delivered at least five Business Days 30 days prior to the date such Notice of Tax Redemption Date. A Holder may withdraw any notice of election by delivering is to be given (unless a shorter period shall be acceptable to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is madeTrustee), the Holder’s Notes will Trustee shall give Notice of Tax Redemption to each Holder of Securities to be redeemed without any further actionin the Company’s name and at the Company’s expense.
Appears in 1 contract
Samples: Indenture (Verigy Ltd.)
Notice of Tax Redemption. (a) In case the Company exercises its Tax Redemption right to redeem all of the Notes pursuant to Section 15.0316.01, it shall fix a date for Tax Redemption Date (each, a “Tax Redemption Date”) and it or, at its written request received by the Trustee not less than five (5) Business Days prior to the date such Notice of Tax Redemption is to be sent (or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company, shall deliver or cause to be delivered a written notice of such Tax Redemption (a “Notice of Tax Redemption”) not less than 30 35 nor more than 60 Scheduled Trading Days (as calculated by the Company) days prior to the Tax Redemption Date to the Trustee and each Holder; providedHolder of Notes (the date such notice is delivered, howeverthe “Tax Redemption Notice Date”). The Tax Redemption Date must be a Business Day. Simultaneously with providing a Notice of Tax Redemption, that, (x) the Company shall publish, or cause to be published, a notice containing the information set forth in such Notice of Tax Redemption on the Company’s website or through such other public medium as the Company may use at that time.
(b) In the case of Additional Amounts payable with respect to amounts other than potential conversion consideration, the Company will not give a any such Notice of Tax Redemption earlier than 60 Scheduled Trading Days 90 days prior to, or later than 365 days after, to the earliest date on or from which the Company would be obligated to pay any such Additional Amounts; and (y) , and, at the time the Company gives a such Notice of Tax RedemptionRedemption is given, the circumstances creating the Company’s obligation to pay such Additional Amounts must remain in effect. The Redemption Date must be a Business Day.
(bc) The Notice of Tax Redemption, if 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 of Tax Redemption in the manner herein provided or any defect in the Notice of Tax Redemption to the Holder of any Note designated for redemption as a whole or in part Tax Redemption shall not affect the validity of the proceedings for the redemption Tax Redemption of any other Note.
(cd) Each Notice of Tax Redemption shall specify:
(i) the Tax Redemption Date;
(ii) the Redemption Price (including the amount of accrued interest, if any, to be paid on the Redemption Date)Price;
(iii) that on the Redemption Date, the Redemption Price 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;
(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;
(iv) that on the Tax Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that the Special Interest thereon, if any, shall cease to accrue on and after the Tax Redemption Date;
(v) that Holders may surrender all or any portion of their Notes for conversion at any time on or after the Tax Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date;
(vi) that Holders have the procedures a converting Holder must follow right to convert its elect not to have their Notes and redeemed by delivering to the Settlement Method and, if applicable, Specified Dollar Amount Trustee written notice to that would apply effect not later than the 15th calendar day prior to each conversion with a Conversion Date occurring during the related Tax Redemption PeriodDate;
(vii) that Holders who wish to elect not to have their Notes redeemed must satisfy the Conversion Rate and, if applicable, the number of Additional Shares added to the Conversion Rate requirements set forth in accordance with Section 14.03this Indenture;
(viii) that, on and after the Tax Redemption Date, Holders who elect not to have their Notes redeemed will not receive any Additional Amounts on any payments with respect to such Notes (whether upon conversion, repurchase, maturity or otherwise), and all subsequent payments with respect to the Notes will be subject to any tax required to be withheld or deducted under the laws of the Relevant Taxing Jurisdiction, provided that a Holder complying with the requirements for conversion described under Section 14.02 before the close of business on the second Scheduled Trading Day immediately preceding the Tax Redemption Date will be deemed to have validly delivered a notice of its election not to have its Notes redeemed, and the Company, will pay Additional Amounts, if any are due, with respect to such Holder’s conversion of its Notes;
(ix) the Conversion Rate (including any Additional Shares added thereto for Holders that convert their at any time from, and including, the Tax Redemption Notice Date until the close of business on the second Scheduled Trading Day immediately preceding the related Tax Redemption Date); and
(x) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and
(ix) that each Holder who does not wish to have the Company redeem its Notes will have the right to elect to not have its Notes redeemed and the procedures for making such election. A Notice of Tax Redemption shall be irrevocable.
(d) Upon receiving such Notice of Tax Redemption, each Holder who does not wish to have the Company redeem its Notes will have the right to elect to (i) convert its Notes; or (ii) to the extent permitted by the Applicable Procedures with respect to any Global Note, not have its Notes redeemed, in which case the Company will not be obligated to pay any Additional Amounts on any payment with respect to such Notes solely as a result of such change in tax law that resulted in the obligation to pay such Additional Amounts (whether upon conversion, required repurchase in connection with a Fundamental Change, upon any Optional Redemption as described under Section 15.01, maturity or otherwise, and whether in cash, Common Shares, Reference Property or otherwise) after the Redemption Date for such Tax Redemption (or, if the Company fails to pay the Redemption Price on the Redemption Date, such later date on which the Company pays the Redemption Price), and all future payments with respect to such Notes will be subject to the deduction or withholding of such Relevant Taxing Jurisdiction taxes required by law to be deducted or withheld as a result of such change in tax law; provided that, the obligations to pay Additional Amounts to any electing Holder, subject to the exceptions set forth in Section 2.11, will continue to apply for payments and deliveries made in periods prior to the Redemption Date; provided, further that, notwithstanding the foregoing, if a Holder electing not to have its Notes redeemed converts its Notes during the related Redemption Period, the Company will be obligated to pay Additional Amounts, if any, with respect to such conversion.
(e) The Holder must deliver to the Trustee and Paying Agent a written notice of election through the Applicable Procedures with respect to any Global Note which needs to be received by the Trustee and Paying Agent no later than the close of business on a Business Day at least five Business Days prior to the Redemption Date. A Holder may withdraw any notice of election by delivering to the Paying Agent a written notice of withdrawal from a Holder through the Applicable Procedures with respect to any Global Note prior to the close of business on the Business Day prior to the Redemption Date. Where no election is made, the Holder’s Notes will be redeemed without any further action.
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Samples: Indenture (MakeMyTrip LTD)
