Common use of Optional Prepayment by Company Clause in Contracts

Optional Prepayment by Company. (a) Subject to the provisions of this Article III, the Company shall have the right to prepay the Debentures, in whole or in part, from time to time, on or after the Initial Optional Prepayment Date, at the Prepayment Price. If the Debentures are only partially prepaid pursuant to this Section 3.2, the Debentures to be prepaid shall be selected on a pro rata basis not more than 60 days prior to the date fixed for prepayment from the outstanding Debentures not previously called for prepayment, provided, however, that any such proration may be made on the basis of the aggregate principal amount of Debentures held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations of $25 or integral multiples thereof shall be prepaid. The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York City time, on the date such Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a), upon the entry of an order for dissolution of the Trust by a court of competent jurisdiction, the Debentures thereafter will be subject to prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment Date, at the Prepayment Price, and otherwise in accordance with this Article III. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the Nasdaq Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.

Optional Prepayment by Company. (a) Subject to the provisions of this Article III, the Company shall have the right to prepay the Debentures, in whole or in part, from time to time, on or after the Initial Optional Prepayment Date, at the Prepayment Price. If the Debentures are only partially prepaid pursuant to this Section 3.2, the Debentures to be prepaid shall be selected on a pro rata basis not more than 60 days prior to the date fixed for prepayment from the outstanding Debentures not previously called for prepayment, provided, however, that any such proration may be made on the basis of the aggregate principal amount of Debentures held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations of $25 or integral multiples thereof shall be prepaid. The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York City time, on the date such Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a), upon the entry of an order for dissolution of the Trust by a court of competent jurisdiction, the Debentures thereafter will be subject to prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment Date, at the Prepayment Price, and otherwise in accordance with this Article III. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the Nasdaq NASDAQ Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.

Optional Prepayment by Company. (ai) Subject The Company shall have the right, exercisable at any time after or concurrent with such time as all shares of Series B Preferred have been converted or redeemed upon fifteen (15) Trading Days notice to the provisions Holders (the "Optional Prepayment Notice"), to prepay all of this Article IIIthe principal amount of the Debentures then outstanding at the Prepayment Price calculated on the date of the Optional Prepayment Notice (which date may be referred to herein as a "Prepayment Date"); provided, however, that the Company shall not redeem the Debentures from a holder without simultaneously repaying any and all indebtedness owed to such holder of Debentures. The entire Prepayment Price shall be paid in cash. (ii) The holders of the Debentures shall have until the Redemption Date to convert any and all Debentures into shares of Common Stock by delivering a Conversion Notice on or prior to the date that is the business day before the Redemption Date. On or after the Prepayment Date, no Holder shall have the right to prepay continue to convert Debentures which have been noticed for redemption. (iii) On or before the Debentures, in whole or in part, from time to time, on or fifth Trading Day after the Initial Optional Prepayment Date, at the Prepayment Price. If Holder shall deliver to the Company the Debentures are only partially prepaid pursuant to this Section 3.2, the Debentures to be prepaid shall be selected on a pro rata basis not more than 60 days prior subject to the date fixed Optional Prepayment Notice that have not been previously tendered for prepayment from the outstanding Debentures not previously called for prepayment, provided, however, that any such proration may be made on the basis of the aggregate principal amount of Debentures held by each Holder conversion and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations of $25 or integral multiples thereof shall be prepaid. The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient deliver a sum equal to pay the Prepayment Price by 10:00 a.m., New York City time, as calculated on the date such Prepayment Price is to be paidDate. (biv) Notwithstanding the first sentence other provisions of this Section 3.2(a)5, upon in the entry event the Company effects a merger, redemption, consolidation, recapitalization, sale of an order for dissolution all or substantially all of its assets or other business combination within 90 days of the Trust by a court of competent jurisdiction, Redemption Date and the Debentures thereafter will be subject to prepayment, in whole only, but not in part, at Redemption Price is less than the option of consideration that the Company, on or after the Initial Optional Prepayment Date, at the Prepayment Price, and otherwise in accordance with this Article III. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all Holders of the Debentures would result in have received upon conversion of the Preferred Securities ceasing Debentures into Common Stock pursuant to be quoted such subsequent Event (the "Subsequent Consideration") then, prior to or concurrently with such transaction the Company shall pay to the former holders of the Debentures that were redeemed on the Nasdaq Stock Market or any successor thereto or result in a delisting of Redemption Date the Preferred Securities from any national securities exchange on which difference between the Preferred Securities are then listed, Subsequent Consideration and the Debentures will be subject to prepayment, in whole only, but not in part, by the CompanyRedemption Price.

Optional Prepayment by Company. (a) Subject to the provisions of this Article III, the Company shall have the right to prepay the Debentures, in whole or in part, from time to time, on or after the Initial Optional Prepayment Date, at the Prepayment Price. If the Debentures are only partially prepaid pursuant to this Section 3.2, the Debentures to be prepaid shall be selected on a pro rata basis not more than 60 days prior to the date fixed for prepayment from the outstanding Debentures not previously called for prepayment, provided, however, that any such proration may be made on the basis of the aggregate principal amount of Debentures held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations of $25 or integral multiples thereof shall be prepaid. The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York City time, on the date such Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a), upon the entry of an order for dissolution of the Trust by a court of competent jurisdiction, the Debentures thereafter will be subject to prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment Date, at the Prepayment Price, and otherwise in accordance with this Article III. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the The Nasdaq Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.

Optional Prepayment by Company. (a) Subject to the provisions of this Article IIIFourteen, the Company shall have the right to prepay the DebenturesSecurities, in whole or in part, from time to time, on or after [ ], [ ], at [ ]% of the Initial outstanding principal balance of the Securities (such amount, the "Optional Prepayment DatePrice"), at plus, in each case, accrued and unpaid interest thereon (including Additional Interest and Compounded Interest, if any) to the Prepayment Priceapplicable date of prepayment. If the Debentures Securities are only partially prepaid pursuant to this Section 3.214.02, the Debentures to Securities will be prepaid shall be selected on a pro rata basis not more than 60 days prior to or by lot or by any other method utilized by the date fixed for Trustee; provided that if at the time of prepayment from the outstanding Debentures not previously called for prepaymentSecurities are registered as a Global Security, providedthe Depositary shall determine, howeverin accordance with its procedures, that any such proration may be made on the basis of the aggregate principal amount of Debentures such Securities held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations holder of $25 or integral multiples thereof shall a Security to be prepaid. The Optional Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Prepayment Price by 10:00 a.m., New York City time, on the date such Optional Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a)14.02, upon the entry of an order for dissolution of the HSBC USA Capital Trust by a court of competent jurisdiction, the Debentures Securities thereafter will be subject to optional prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment Date[ ], [ ], at the Optional Prepayment Price, Price set forth in this Section 14.02 and otherwise in accordance with this Article IIIFourteen. (c) Any prepayment of Debentures Securities pursuant to Section 3.1 14.01 or Section 3.2 14.02 shall be subject to the Company obtaining the prior approval of the Federal ReserveReserve and the FSA, if such approval is then required under applicable capital guidelines or policies of the Federal ReserveReserve and the FSA, and any other required regulatory approvalsrespectively. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the Nasdaq Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.

Optional Prepayment by Company. (a) Subject to the provisions of this Article III, the Company shall have the right to prepay the Debentures, in whole or in part, from time to time, on or after the Initial Optional Prepayment Date, at the Prepayment Price. If the Debentures are only partially prepaid pursuant to this Section 3.2, the Debentures to be prepaid shall be selected on a pro rata basis not more than 60 days prior to the date fixed for prepayment from the outstanding Debentures not previously called for prepayment, provided, however, that any such proration may be made on the basis of the aggregate principal amount of Debentures held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations of $25 or integral multiples thereof shall be prepaid. The Prepayment Price shall be paid prior to 12:00 noon, New York time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Prepayment Price by 10:00 a.m., New York City time, on the date such Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a)3.2, upon the entry of an order for dissolution of the Trust by a court of competent jurisdiction, the Debentures thereafter will be subject to prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment Date, at the Prepayment Price, and otherwise in accordance with this Article III. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the Nasdaq NASDAQ Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.

Optional Prepayment by Company. (a) Subject to the provisions of this Article IIIXIV, the Company shall have the right to prepay the DebenturesSecurities, in whole or in part, from time to time, on or after the Initial Optional Prepayment DateDecember 15, 2006, at the optional prepayment price equal to the outstanding principal amount of the Securities to be redeemed, plus accrued and unpaid interest thereon (including Additional Sums and Compounded Interest, if any) to the applicable date of prepayment (the "Optional Prepayment Price"). If the Debentures Securities are only partially prepaid pursuant to this Section 3.214.02, the Debentures to Securities will be prepaid shall be selected on a pro rata basis not more than 60 days prior to PRO RATA or by lot or by any other method utilized by the date fixed for prepayment from the outstanding Debentures not previously called for prepayment, provided, howeverTrustee; PROVIDED, that any such proration may be made on if at the basis time of prepayment the aggregate Securities are registered as a Global Security, the Depositary shall determine, in accordance with its procedures, the principal amount of Debentures such Securities held by each Holder and may be made by making such adjustments as the Company deems fair and appropriate in order that only Debentures in denominations holder of $25 or integral multiples thereof shall a Security to be prepaid. The Optional Prepayment Price shall be paid prior to 12:00 noon, New York City time, on the date of such prepayment or at such earlier time as the Company determines, provided further that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Prepayment Price by 10:00 a.m., New York City time, on the date such Optional Prepayment Price is to be paid. (b) Notwithstanding the first sentence of Section 3.2(a)14.02, upon the entry of an order for dissolution of the X.X. Xxxxxxx Capital Trust by a court of competent jurisdiction, the Debentures Securities thereafter will be subject to optional prepayment, in whole only, but not in part, at the option of the Company, on or after the Initial Optional Prepayment DateDecember 15, 2006, at the Prepayment Price, optional prepayment price set forth in Section 14.02 and otherwise in accordance with this Article IIIXIV. (c) Any prepayment of Debentures pursuant to Section 3.1 or Section 3.2 shall be subject to the Company obtaining the prior approval of the Federal Reserve, if such approval is then required under applicable capital guidelines or policies of the Federal Reserve, and any other required regulatory approvals. (d) If a prepayment of some but not all of the Debentures would result in the Preferred Securities ceasing to be quoted on the Nasdaq Stock Market or any successor thereto or result in a delisting of the Preferred Securities from any national securities exchange on which the Preferred Securities are then listed, the Debentures will be subject to prepayment, in whole only, but not in part, by the Company.