Common use of Optional Redemption by Company Clause in Contracts

Optional Redemption by Company. (a) The 2017 Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) discounted to the applicable 2017 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 10 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Supplemental Indenture (Bristol Myers Squibb Co)

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Optional Redemption by Company. Except as otherwise may be specified in this Fifth Supplemental Indenture, the Notes may be redeemed, in whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) The 2017 If the Notes may are redeemed before August 15, 2025, the Notes being redeemed shall be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being then outstanding to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate applicable Treasury Rate, plus 10 20 basis points; points (0.20%), plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 If the Notes may are redeemed on or after August 15, 2025, the Notes shall be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being then outstanding to be redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date Installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be redeemed (not including any portion of such payments of interest accrued payable on the Interest Payment Date to the Holders as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting close of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest business on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption relevant Regular Record Date. (d) Notice of any redemption If less than all of the Notes of each series are to be redeemed, the Notes to be redeemed shall be given selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the manner and otherwise in accordance with the provisions of Section 1104 name of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeHolder thereof upon cancellation thereof. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (DOVER Corp)

Optional Redemption by Company. (a) The 2017 Notes Except as otherwise may be redeemed specified in this Supplemental Indenture, prior to March 23, 2021 (three months prior to the Maturity Date), the Company shall have the right to redeem the Notes, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part time, at its option, at a redemption price (the “2017 Make-Whole Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, ; or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 15 basis points; plus, plus in each of the cases (i) and (ii) above, case accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed . In addition, at any time on or after March 23, 2021 (three months prior to the date of such redemptionMaturity Date), a “2022 Redemption Date”) at the Company’s option Company shall have the right to redeem the Notes, in whole or in part, at any time or from time to time in part time, at its option, at a redemption price (the “2022 Par Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being to be redeemed, or (ii) as calculated by the Quotation Agentplus accrued interest thereon to, but excluding, the sum Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered holders as of the present values close of business on the relevant Record Date. The Company will cause the notice of such redemption to be mailed to the registered holders of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of less than 30 nor more than 60 days prior to the applicable 2022 Redemption Date) discounted . If the Notes are only partially redeemed pursuant to this Section 3.01, the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed towill be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, but not includingthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemptionDepositary shall determine, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of accordance with its procedures, the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in held by each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given its participants that holds a position in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Notes. The Optional Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available paid prior to 12:00 noon, New York City time, on the Redemption Date referred or at such later time as is then permitted by the rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to in that noticepay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date as provided herein, then on and after such Redemption Date, interest will cease to bear interest accrue on such Redemption Date. Any interest accrued to Notes (or such Redemption Date will be paid as specified in such noticeportion thereof) called for redemption. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Supplemental Indenture (Danaher Corp /De/)

Optional Redemption by Company. (a) The 2017 Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) of the Notes shall be calculated as follows: (a) Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being redeemed, or (iia) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) discounted to the applicable 2017 Redemption Date redemption date (assuming the Notes matured on the Par Call Date) on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 20 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. less (b) The 2022 Notes may be redeemed at any time (interest accrued to the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of:and (iii) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; redeemed, plus, in each of the cases (i) and (ii) aboveeither case, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, to the applicable 2022 Redemption Datedate of redemption. (cb) The 2042 On or after the Par Call Date, the Company may redeem the Notes may be redeemed at its option, in whole or in part, at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or and from time to time in part time, at a redemption price (the “2042 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on thereon to the 2042 Notes to redemption date. (c) The Trustee shall not be redeemed toresponsible for the calculation of such Redemption Price. The Company shall calculate such Redemption Price and promptly notify the Trustee in writing thereof. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, but not including, the applicable 2042 Redemption Dateabsent manifest error. (d) Notice In the case of any redemption a partial redemption, selection of the Notes of each series shall for redemption will be given made pro rata or, in the manner and otherwise case of the Global Note in accordance with the provisions Depositary’s procedures. No Notes of Section 1104 a principal amount of the Base Indenture; provided, however, that any such notice $2,000 or less will be redeemed in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculatedpart. If any Note is to be redeemed in part only, the Company has given notice of redemption as provided that relates to the Note will state the portion of the principal amount of the Note to be redeemed. Except in the Base Indenture and funds case of the Global Note, a new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. In the case of the Global Note, DTC, or its nominee, will determine the allocation of the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified price among beneficial owners in such noticeGlobal Note in accordance with the policies and procedures of the Depositary. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Supplemental Indenture (Lennox International Inc)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments for of principal and interest thereon that would be due if the Notes matured on the 2017 Notes to be redeemed Par Call Date (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 twenty-five (25) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 Redemption Date) discounted close of business on the relevant Regular Record Date according to the applicable 2022 terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption pursuant to this Section 3.02 shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Senior Debt Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or in part from time to time in part at a time. (i) If the Notes are redeemed on or prior to June 15, 2024, the redemption price (the “2017 Redemption Price”) for the Notes to be redeemed will equal to the greater of: (i1) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments exclusive of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 25 basis pointspoints (0.25%); plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to but excluding the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. (bii) The 2022 If the Notes may are redeemed on or after June 15, 2024, the Redemption Price for the Notes to be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) will equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on thereon to but excluding the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (cb) The 2042 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used Company shall not be required to (i) issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Notes so selected for redemption in this Article Five shallwhole or in part, unless except the context otherwise requiresunredeemed portion of any such Notes being redeemed in part. (f) In addition to the Company’s right to redeem the Notes as set forth above, have the meanings specified belowCompany may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Appears in 1 contract

Samples: First Supplemental Indenture (Brown & Brown Inc)

Optional Redemption by Company. (a) The 2017 Notes may be redeemed Subject to Article XI of the Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part time, at a redemption price (the “2017 Optional Redemption Price”) equal to the greater ofto: (i) in the case of 2024 Notes redeemed prior to March 15, 2024, the greater of (x) 100% of the principal amount of the 2017 such Notes being redeemed, or plus accrued and unpaid interest to the Redemption Date, and (iiy) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on in respect of the 2017 2024 Notes to be being redeemed (not including any portion of such payments exclusive of interest accrued as to the Redemption Date of the applicable 2017 Redemption Date2024 Notes) discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 15 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on the 2017 principal amount of such Notes being redeemed to be the Redemption Date; or (ii) in the case of 2024 Notes redeemed toon or after March 15, but not including2024, 100% of the principal amount of such Notes, plus accrued and unpaid interest to the Redemption Date; or (iii) in the case of 2044 Notes redeemed prior to December 15, 2043, the applicable 2017 Redemption Date. greater of (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (ix) 100% of the principal amount of the 2022 such Notes being redeemed, or plus accrued and unpaid interest to the Redemption Date, and (iiy) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on in respect of the 2022 2044 Notes to be being redeemed (not including any portion of such payments exclusive of interest accrued as to the Redemption Date of the applicable 2022 Redemption Date2044 Notes) discounted to the applicable 2022 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 12.5 20 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on the 2022 principal amount of such Notes being redeemed to be redeemed to, but not including, the applicable 2022 Redemption Date.; or (civ) The 2042 in the case of 2044 Notes may be redeemed at any time (the date of such redemptionon or after December 15, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 2043, 100% of the principal amount of such Notes, plus accrued and unpaid interest to the 2042 Notes being redeemed, or (ii) as calculated by Redemption Date. The Company shall calculate the Quotation Agent, applicable Optional Redemption Price and promptly notify the sum Trustee thereof. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days’ prior notice before the Redemption Date of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion to each Holder of the Notes of the series to be redeemed, at the Optional Redemption Price. If Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes of the series to be redeemed will be selected by the Trustee in accordance with Section 11.3 of the Indenture; provided that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depository shall determine, in accordance with its procedures, the principal amount of the Notes of the series to be redeemed held by each Holder of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed toredeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, but not includingNew York time, on the applicable 2042 date of such redemption or at such earlier time as the Company determines, provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption DatePrice by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (db) Notice of any redemption of the Notes of each series pursuant to this Section 3.01 shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in Section 11.4 of the Base Indenture and funds except that any notice of such redemption pursuant to Sections 3.01(a)(i) or (iii) shall not specify the related Optional Redemption Price but only the manner of calculation thereof. The Trustee shall not be responsible for the redemption calculation of any Notes of a series called for redemption have been made available on the such Optional Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticePrice. (ec) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.given to them in this Section 3.01(c):

Appears in 1 contract

Samples: Supplemental Indenture (International Paper Co /New/)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 ten (10) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part part, at the Company’s option for cash prior to October 31, 2023 (the “Par Call Date”) at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, ; or (ii) as calculated an amount determined by the Quotation Agent, Agent equal to the sum of the present values of the remaining scheduled payments for principal of principal, premium, if any, and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as to the date of the applicable 2017 Redemption Dateredemption) to October 31, 2023, discounted to the applicable 2017 Redemption Date date of redemption on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsActual/Actual (ICMA) using a discount rate equal to at the sum of the Reference Dealer Rate Comparable Government Bond Rate, plus 10 25 basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at At any time (on or after the date of such redemptionPar Call Date, a “2022 Redemption Date”) at the Company’s option Company may redeem the Notes, in whole or from time to time in part part, at the Company’s option for cash at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemedthereof, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Datedate of redemption. (c) The 2042 Notes may be redeemed at any time Notwithstanding subsections (the date a) and (b) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2042 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2042 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 any Notes to be redeemed to, but not including, the applicable 2042 Redemption Dateor portions thereof that are called for redemption. (d) Notice Notices of any redemption shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes of each series shall to be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeredeemed at its registered address. (e) The following defined If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms used in of this Article Five shallIndenture, unless then on and after such Redemption Date, interest will cease to accrue on the context otherwise requires, have the meanings specified belowNotes (or such portion thereof) called for redemption.

Appears in 1 contract

Samples: Fifteenth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 fifteen (15) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 2024 Notes may not be redeemed by the Company prior to September 19, 2019. Except as otherwise may be specified in this Eighth Supplemental Indenture, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or and from time to time on or after September 19, 2019 and prior to February 19, 2024, the Company shall have the right to redeem the 2024 Notes, in part whole or in part, at its option, at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the aggregate principal amount of the 2017 2024 Notes being to be redeemed, orplus accrued and unpaid interest to, but excluding, the 2024 Notes Redemption Date for the 2024 Notes to be redeemed; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on in respect of the 2017 2024 Notes to be redeemed (not including any portion of such payments of the interest accrued as to, but excluding, the 2024 Notes Redemption Date of the applicable 2017 Redemption Date) 2024 Notes to be redeemed), discounted to the applicable 2017 such 2024 Notes Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer applicable 2024 Notes Treasury Rate plus 10 30 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on to, but excluding, the 2017 2024 Notes Redemption Date of the 2024 Notes to be redeemed redeemed. The Trustee shall not be responsible for calculating the foregoing redemption price. At any time and from time to time on or after February 19, 2024, the Company shall have the right to redeem the 2024 Notes, in whole or in part, at its option, at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest to, but not includingexcluding, the applicable 2017 2024 Notes Redemption DateDate of the 2024 Notes to be redeemed. (b) The 2022 2029 Notes may not be redeemed by the Company prior to September 19, 2019. Except as otherwise may be specified in this Eighth Supplemental Indenture, at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or and from time to time on or after September 19, 2019 and prior to December 19, 2028, the Company shall have the right to redeem the 2029 Notes, in part whole or in part, at its option, at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the aggregate principal amount of the 2022 2029 Notes being to be redeemed, orplus accrued and unpaid interest to, but excluding, the 2029 Notes Redemption Date for the 2029 Notes to be redeemed; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on in respect of the 2022 2029 Notes to be redeemed (not including any portion of such payments of the interest accrued as to, but excluding, the 2029 Notes Redemption Date of the applicable 2022 Redemption Date) 2029 Notes to be redeemed), discounted to the applicable 2022 such 2029 Notes Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer applicable 2029 Notes Treasury Rate plus 12.5 40 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on to, but excluding, the 2022 2029 Notes Redemption Date of the 2029 Notes to be redeemed to, but redeemed. The Trustee shall not including, be responsible for calculating the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at foregoing redemption price. At any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or and from time to time on or after December 19, 2028, the Company shall have the right to redeem the 2029 Notes, in part whole or in part, at its option, at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 2029 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on to, but excluding, the 2042 2029 Notes Redemption Date of the 2029 Notes to be redeemed to, but not including, the applicable 2042 Redemption Dateredeemed. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Synchrony Financial)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or in part from time to time in part at a time. (i) If the Notes are redeemed on or prior to December 15, 2030, the redemption price (the “2017 "Redemption Price") for the Notes to be redeemed will equal to the greater of: (i1) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments exclusive of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 30 basis points; plus, in each of the cases points (i) and 0.30%); (ii) aboveIf the Notes are redeemed on or after December 15, accrued and unpaid interest on 2030, the 2017 Redemption Price for the Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) will equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on thereon to but excluding the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (cb) The 2042 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers' Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used Company shall not be required to (i) issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Notes so selected for redemption in this Article Five shallwhole or in part, unless except the context otherwise requiresunredeemed portion of any such Notes being redeemed in part. (f) In addition to the Company's right to redeem the Notes as set forth above, have the meanings specified belowCompany may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Appears in 1 contract

Samples: Third Supplemental Indenture (Brown & Brown, Inc.)

Optional Redemption by Company. (a) The 2017 2024 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2017 2024 Redemption Date”) at the Company’s option in whole or from option. If the 2024 Notes are redeemed at any time prior to time in part the Par Call Date, the 2024 Notes will be redeemed at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2017 2024 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 2024 Notes to be redeemed that would have been made if the 2024 Notes matured on the Par Call Date (not including any portion of such payments exclusive of interest accrued as of to the applicable 2017 Redemption Dateredemption date) discounted to the applicable 2017 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 25 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2017 2024 Notes to be redeemed to, but not including, the applicable 2017 2024 Redemption Date. If the 2024 Notes are redeemed at any time on or after the Par Call Date, the 2024 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest on the 2024 Notes being redeemed to, but not including, the applicable 2024 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2024 Redemption Date. (b) The 2022 2029 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2022 2029 Redemption Date”) at the Company’s option in whole or from option. If the 2029 Notes are redeemed at any time prior to time in part the Par Call Date, the 2029 Notes will be redeemed at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2022 2029 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2022 2029 Notes to be redeemed that would have been made if the 2029 Notes matured on the Par Call Date (not including any portion of such payments exclusive of interest accrued as of to the applicable 2022 Redemption Dateredemption date) discounted to the applicable 2022 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 12.5 30 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2022 2029 Notes to be redeemed to, but not including, the applicable 2022 2029 Redemption Date. (c) The 2042 . If the 2029 Notes may be are redeemed at any time (on or after the date of such redemptionPar Call Date, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part 2029 Notes will be redeemed at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 2029 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 2029 Notes to be being redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such 2029 Redemption Date. Any redemption pursuant to this Section 6.01(b) is subject to the right of holders of record on the relevant record date to receive interest accrued to such due on an interest payment date that is on or before the applicable 2029 Redemption Date will be paid as specified in such noticeDate. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Delta Air Lines, Inc.)

Optional Redemption by Company. (a) The 2017 At any time prior to the applicable Par Call Date, each series of Notes may will be redeemed redeemable, in whole or in part at any time (the date of such redemptionand from time to time, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part option, at a redemption price (the “2017 Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (ia) 100% of the principal amount of the 2017 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be being redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) discounted to the redemption date (assuming that such Notes matured on the applicable 2017 Redemption Date Par Call Date) on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 20 basis points, in the case of the 2029 Notes, or plus 25 basis points, in the case of the 2034 Notes, less (b) using a discount rate equal interest accrued on such Notes to the sum redemption date, and (2) 100% of the Reference Dealer Rate plus 10 basis points; aggregate principal amount of the Notes being redeemed on the redemption date, plus, in each of the cases (i) and (ii) aboveeither case, accrued and unpaid interest on the 2017 Notes being redeemed to be redeemed tothe redemption date. In addition, but not including, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed at any time (and from time to time, on and after the date applicable Par Call Date, the Company may redeem each series of such redemptionNotes, a “2022 Redemption Date”) in whole or in part at any time and from time to time, at the Company’s option in whole or from time to time in part option, at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2022 Redemption Date. (c) redemption date. Notwithstanding the foregoing, installments of interest on such Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on such Interest Payment Dates to the registered holders as of the close of business on the relevant record date according to such Notes and the Indenture. The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option actions and determinations in whole determining the redemption price will be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, the Trustee shall not have any responsibility or from time obligation whatsoever to time in part at a determine or calculate any redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemedincluding, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; pluswithout limitation, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of connection with any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculatedoptional redemption). If the Company has given notice of redemption as provided in the Base Indenture Indenture, and has made funds for available on the redemption date referred to in the notice of redemption, subject to any conditions precedent as contemplated below, the Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date the redemption date and the Holders of those Notes from and after the redemption date will be paid entitled to receive only the payment of the redemption price upon surrender of such Notes in accordance with the notice. Notice of any option redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the applicable redemption date to Holders of Notes being redeemed. Notice of any redemption of Notes may, at the Company’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as specified an equity or equity-linked offering, an incurrence of indebtedness, or an acquisition or other strategic transaction involving a change of control in us or another entity). If such notice. (e) redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant redemption date. The following defined terms used Company will notify Holders of any such rescission as soon as practicable after the Company determines that such conditions precedent will not be able to be satisfied or the Company is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth in this Article Five shallSection 3.01. If the Company chooses to redeem less than all of a series of Notes, unless the context Company will notify the Trustee in writing at least 25 days prior to giving notice of redemption, or a shorter period as may be satisfactory to the Trustee, of the aggregate principal amount of such Notes to be redeemed and their redemption date, and selection of such Notes for redemption will be made pro rata, by lot, or by such other method as the Trustee, in accordance with its customary procedures, deems appropriate and fair. For so long as a series of Notes is held by the Depositary (or another depositary), the redemption of such series of Notes shall be done in accordance with the policies and procedures of the applicable depositary. The Trustee will select, in accordance with its customary procedures, the Notes to be redeemed in part, which, in the case of Notes in book-entry form, will be in accordance with the procedures of any applicable depositary. In addition, the Company may at any time acquire the Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase, negotiated transactions, or otherwise, so long as the acquisition does not otherwise requires, have violate the meanings specified belowterms of the Indenture.

Appears in 1 contract

Samples: Ninth Supplemental Indenture (Borgwarner Inc)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments for of principal and interest thereon that would be due if the Notes matured on the 2017 Notes to be redeemed Par Call Date (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 twenty (20) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 Redemption Date) discounted close of business on the relevant Regular Record Date according to the applicable 2022 terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption pursuant to this Section 3.02 shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Tenth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. Except as otherwise may be specified in this Fourth Supplemental Indenture, the Notes may be redeemed, in whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) The 2017 If the Notes may are redeemed before the date that is three months prior to the Notes Maturity Date, the Notes being redeemed shall be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being then outstanding to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to at the sum of the Reference Dealer Rate applicable Comparable Government Bond Rate, plus 10 12 basis points; points (0.12%), plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 If the Notes may are redeemed on or after the date that is three months prior to the Notes Maturity Date, the Notes shall be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being then outstanding to be redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and plus accrued interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date Installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes being redeemed that are due and payable on Interest Payment Dates falling or or prior to a Redemption Date shall be redeemed (not including any portion of such payments of interest accrued payable on the Interest Payment Date to the Holders as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting close of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest business on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption relevant Regular Record Date. (d) Notice of any redemption If less than all of the Notes of each series are to be redeemed, the Notes to be redeemed shall be given selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the manner and otherwise in accordance with the provisions of Section 1104 name of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeHolder thereof upon cancellation thereof. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (DOVER Corp)

Optional Redemption by Company. (a) The 2017 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from option. If the Notes are redeemed at any time prior to time in part the Par Call Date, the Notes will be redeemed at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2017 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed that would have been made if the Notes matured on the Par Call Date (not including any portion of such payments exclusive of interest accrued as of to the applicable 2017 Redemption Dateredemption date) discounted to the applicable 2017 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 50 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. (b) The 2022 . If the Notes may be are redeemed at any time (on or after the date of such redemptionPar Call Date, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part Notes will be redeemed at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be being redeemed to, but not including, the applicable 2022 Redemption Date. Any redemption pursuant to this Section 5.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable Redemption Date. (cb) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given reference in the manner and otherwise in accordance with the provisions first sentence of Section 1104 14.02 of the Base Indenture; provided, however, that any such notice in lieu of stating Indenture to “60 days” is hereby replaced with “45 days,” solely with respect to the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeNotes. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Delta Air Lines, Inc.)

Optional Redemption by Company. (a) The 2017 Subject to the terms of the Indenture, the Notes may shall be redeemed at any time (the date of such redemptionredeemable in whole or in part, a “2017 Redemption Date”) at the Company’s option in whole or option, at any time and from time to time in part at a redemption price (the “2017 Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) Remaining Scheduled Payments discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 30 basis points; , plus, in each the case of the cases either clause (i) and or (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Date. (b) The 2022 ; provided, however, that if the Company redeems any Notes may be redeemed at any time on or after January 30, 2030 (the date of such redemptionfalling three months prior to the Stated Maturity), a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (for the “2022 Redemption Price”) Notes will be equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Date. However, if the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the Regular Record Date. The Optional Redemption Price shall be determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another person. (c) The 2042 Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes may or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time (shall be selected by the date Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% portion of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated held by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate Holder equal to an authorized denomination. If the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption Company redeems less than all of the Notes of each series shall and the Notes are then held in book-entry form, the redemption will be given in the manner and otherwise made in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeDepositary’s customary procedures. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Avery Dennison Corp)

Optional Redemption by Company. Except as otherwise may be specified in this Sixth Supplemental Indenture, the Notes may be redeemed, in whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) The 2017 If the Notes may are redeemed before August 9, 2026, the Notes being redeemed shall be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being then outstanding to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to at the sum of the Reference Dealer Rate applicable Comparable Government Bond Rate, plus 10 20 basis points; points (0.20%), plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 If the Notes may are redeemed on or after August 9, 2026, the Notes shall be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being then outstanding to be redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date Installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be redeemed (not including any portion of such payments of interest accrued payable on the Interest Payment Date to the Holders as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting close of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest business on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption relevant Regular Record Date. (d) Notice of any redemption If less than all of the Notes of each series are to be redeemed, the Notes to be redeemed shall be given selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the manner and otherwise in accordance with the provisions of Section 1104 name of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeHolder thereof upon cancellation thereof. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (DOVER Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after the Par Call Date, the sum of the present values of the remaining scheduled payments for of principal and interest thereon that would be due if the Notes matured on the 2017 Notes to be redeemed Par Call Date (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 thirty (30) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 Redemption Date) discounted close of business on the relevant Regular Record Date according to the applicable 2022 terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date interest shall cease to accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption pursuant to this Section 3.02 shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after August 1, 2025, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 twenty (20) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after November 15, 2043, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 fifteen (15) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Notes may be redeemed Subject to Article XI of the Base Indenture, the Company shall have the right to redeem the Notes, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part part, prior to March 15, 2043 at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, orplus accrued and unpaid interest on the Notes to be redeemed to, but excluding, the Redemption Date and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for Remaining Scheduled Payments of principal and interest on in respect of the 2017 Notes to be redeemed discounted to the Redemption Date (not including any portion of such payments of excluding interest accrued as of to the applicable 2017 Redemption Date) discounted to the applicable 2017 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using ), at a discount rate equal to the sum of the Reference Dealer Treasury Rate plus 10 25 basis points; , plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed . Subject to Article XI of the Base Indenture, commencing on March 15, 2043, the Company shall have the right to redeem the Notes, at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part part, at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being to be redeemed, or (ii) as calculated by the Quotation Agentplus accrued and unpaid interest thereon to, but excluding, the sum Redemption Date. The applicable redemption price in connection with a redemption of Notes under either of the present values first two paragraphs of this Section 4.1(a) is referred to herein as the “Optional Redemption Price” with respect to such redemption. On and after a Redemption Date, interest will cease to accrue on the Notes called for redemption (unless the Company defaults in the payment of the remaining scheduled payments for principal Optional Redemption Price and accrued interest). On or before a Redemption Date, the Company will deposit with a Paying Agent (or the Trustee) money sufficient to pay the Optional Redemption Price of and accrued interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as on that date. If less than all of the applicable 2022 Redemption Date) discounted Notes are to be redeemed, the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not includingshall be selected by the Trustee pro rata or by lot or by a method the Trustee deems to be fair and appropriate; provided that if at the time of redemption the Notes to be redeemed are registered as one or more Global Securities, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemptionDepositary shall determine, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of accordance with its procedures, the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion held by each Holder of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption DateNotes. (db) Notice of any redemption of the Notes of each series pursuant to this Section 4.1 shall be given as provided in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, except that any notice of such notice in lieu redemption shall not specify the related Optional Redemption Price but only the manner of stating calculation thereof. The Trustee shall not be responsible for the applicable calculation of such Optional Redemption Price, . The Company shall state the manner in which calculate such Optional Redemption Price shall be calculated. If and promptly notify the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeTrustee thereof. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Cme Group Inc.)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 ten (10) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Thirteenth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 2020 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2017 2020 Redemption Date”) at the Company’s option in whole or from option. If the 2020 Notes are redeemed at any time prior to time in part the maturity date of the 2020 Notes, such notes will be redeemed at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2017 2020 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 2020 Notes to be redeemed (not including any portion of such payments exclusive of interest accrued as of to the applicable 2017 Redemption Dateredemption date) discounted to the applicable 2017 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 20 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2017 2020 Notes to be being redeemed to, but not including, the applicable 2017 2020 Redemption Date. Any redemption pursuant to this Section 6.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2020 Redemption Date. (b) The 2022 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from option. If the 2022 Notes are redeemed at any time prior to time in part the Par Call Date, the 2022 Notes will be redeemed at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2022 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2022 Notes to be redeemed that would have been made if the 2022 Notes matured on the Par Call Date (not including any portion of such payments exclusive of interest accrued as of to the applicable 2022 Redemption Dateredemption date) discounted to the applicable 2022 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 12.5 25 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) The 2042 . If the 2022 Notes may be are redeemed at any time (on or after the date of such redemptionPar Call Date, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part 2022 Notes will be redeemed at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 2022 Notes to be being redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such 2022 Redemption Date. Any redemption pursuant to this Section 6.01(b) is subject to the right of holders of record on the relevant record date to receive interest accrued to such due on an interest payment date that is on or before the applicable 2022 Redemption Date will be paid as specified in such noticeDate. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: First Supplemental Indenture (Delta Air Lines Inc /De/)

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Optional Redemption by Company. (a) The 2017 Notes Except as otherwise may be redeemed specified in this Supplemental Indenture, the Company shall have the right to redeem the Notes, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part time, at its option, at a redemption price (the “2017 Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, ; or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using at the Treasury Rate, plus 40 basis points, plus in each case accrued interest thereon to, but excluding, the Redemption Date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a discount rate equal Redemption Date will be payable on the Interest Payment Date to the sum registered holders as of the Reference Dealer Rate plus 10 basis points; plus, in each close of business on the relevant Record Date. The Company will mail notice of such redemption to the registered holders of the cases (i) and (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not includingless than 30 nor more than 60 days prior to the Redemption Date. If the Notes are only partially redeemed pursuant to this Section 3.01, the applicable 2017 Redemption Date. (b) The 2022 Notes may to be redeemed at any time (will be selected by the date of Trustee in such redemptionmanner as in its sole discretion it shall deem appropriate and fair; provided, a “2022 Redemption Date”) that if at the Company’s option time of redemption the Notes to be redeemed are registered as a Global Note, the Depositary shall determine, in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of accordance with its procedures, the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in held by each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) its participants that holds a position in such Notes. The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Optional Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available paid prior to 12:00 noon, New York City time, on the Redemption Date referred or at such later time as is then permitted by the rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to in that noticepay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to bear interest accrue on such Redemption Date. Any interest accrued to Notes (or such Redemption Date will be paid as specified in such noticeportion thereof) called for redemption. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Supplemental Indenture (Danaher Corp /De/)

Optional Redemption by Company. (a) The 2017 Subject to the terms of the Indenture, the Notes may shall be redeemed at any time (the date of such redemptionredeemable in whole or in part, a “2017 Redemption Date”) at the Company’s option in whole or option, at any time and from time to time in part at a redemption price (the “2017 Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) Remaining Scheduled Payments discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 25 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Date. (b) The 2022 ; provided, however, that if the Company redeems any Notes may be redeemed at any time on or after January 15, 2023 (the date of such redemptionfalling three months prior to the Stated Maturity), a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (for the “2022 Redemption Price”) Notes will be equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Date. The Optional Redemption Price shall be determined by the Company. (b) Notice of any redemption shall be mailed not less than 30 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. (c) The 2042 Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes may or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time (shall be selected by the date Trustee by a method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% portion of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated held by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate Holder equal to an authorized denomination. If the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption Company redeems less than all of the Notes of each series shall and the Notes are then held in book-entry form, the redemption will be given in the manner and otherwise made in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeDepositary’s customary procedures. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Third Supplemental Indenture (Avery Dennison Corp)

Optional Redemption by Company. (a) The 2017 Subject to the terms of the Indenture, the Notes may shall be redeemed at any time (the date of such redemptionredeemable in whole or in part, a “2017 Redemption Date”) at the Company’s option in whole or option, at any time and from time to time in part at a redemption price (the “2017 Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) Remaining Scheduled Payments discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal at the Treasury Rate, plus 25 basis points, plus accrued interest thereon to the sum of the Reference Dealer Rate plus 10 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. The Optional Redemption Price shall be determined by the Company. (b) The 2022 Notice of any redemption shall be mailed not less than 20 days and not more than 60 days prior to the Redemption Date to each Holder of Notes may to be redeemed. (c) Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time (shall be selected by the date Trustee by a method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% portion of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated held by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate Holder equal to an authorized denomination. If the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption Company redeems less than all of the Notes of each series shall and the Notes are then held in book-entry form, the redemption will be given in the manner and otherwise made in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeDepositary’s customary procedures. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Second Supplemental Indenture (Avery Dennison Corporation)

Optional Redemption by Company. Except as otherwise may be specified in this Seventh Supplemental Indenture, the Notes may be redeemed, in whole, at any time, or in part, from time to time, at the option of the Company as follows: (a) The 2017 If the Notes may are redeemed before the Par Call Date, the Notes being redeemed shall be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being then outstanding to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date and, for purposes of the calculation, assuming that the Notes would be redeemed on the Par Call Date) ), discounted to the applicable 2017 Redemption Date on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsACTUAL/ACTUAL (ICMA)) using a discount rate equal to at the sum of the Reference Dealer Rate applicable Comparable Government Bond Rate, plus 10 20 basis points; points (0.20%), plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 If the Notes may are redeemed on or after the Par Call Date, the Notes shall be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) Price equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being then outstanding to be redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date Installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes being redeemed that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be redeemed (not including any portion of such payments of interest accrued payable on the Interest Payment Date to the Holders as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting close of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest business on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption relevant Regular Record Date. (d) Notice of any redemption If less than all of the Notes of each series are to be redeemed, the Notes to be redeemed shall be given selected by the Trustee pro rata or by lot, but consistent with any applicable listing standards. In the event of redemption of Notes in part only, a new Note or Notes of like tenor of the unredeemed portion thereof (which shall not be less than the minimum authorized denomination for the Notes) shall be issued in the manner and otherwise in accordance with the provisions of Section 1104 name of the Base Indenture; provided, however, Holder thereof upon cancellation thereof. The Trustee shall have no duty or obligation to calculate any Redemption Price or any component thereof and the Trustee shall be entitled to receive and conclusively rely upon an Officers’ Certificate delivered by the Company that specifies any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at his, her, or its address appearing in this Article Five shall, unless the context otherwise requires, have the meanings specified belowSecurity Register.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (DOVER Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or in part from time to time in part at a time. (i) If the Notes are redeemed on or prior to December 15, 2028, the redemption price (the “2017 "Redemption Price") for the Notes to be redeemed will equal to the greater of: (i1) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments exclusive of interest accrued as of the applicable 2017 Redemption Date) ), discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 30 basis pointspoints (0.30%); plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to but excluding the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date. (bii) The 2022 If the Notes may are redeemed on or after December 15, 2028, the Redemption Price for the Notes to be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) will equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on thereon to but excluding the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (cb) The 2042 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be payable on such Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest shall cease to accrue on any Notes or portions thereof that are called for redemption. (c) Notices of redemption shall be mailed at least thirty (30) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers' Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used Company shall not be required to (i) issue, register the transfer of or exchange any Notes during the period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption and ending at the close of business on the day of such mailing or (ii) to register the transfer or exchange of any Notes so selected for redemption in this Article Five shallwhole or in part, unless except the context otherwise requiresunredeemed portion of any such Notes being redeemed in part. (f) In addition to the Company's right to redeem the Notes as set forth above, have the meanings specified belowCompany may at any time and from time to time purchase Notes in open market transactions, tender offers or otherwise.

Appears in 1 contract

Samples: Second Supplemental Indenture (Brown & Brown, Inc.)

Optional Redemption by Company. (a) The 2017 Subject to the terms of the Indenture, the Notes may shall be redeemed at any time (the date of such redemptionredeemable in whole or in part, a “2017 Redemption Date”) at the Company’s option in whole or option, at any time and from time to time in part at a redemption price (the “2017 Optional Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) Remaining Scheduled Payments discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 30 basis points; , plus, in each the case of the cases either clause (i) and or (ii) above, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Date. (b) The 2022 ; provided, however, that if the Company redeems any Notes may be redeemed at any time on or after September 6, 2028 (the date of such redemptionfalling three months prior to the Stated Maturity), a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (for the “2022 Redemption Price”) Notes will be equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Date. However, if the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the Regular Record Date. The Optional Redemption Price shall be determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another person. (c) The 2042 Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes may or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time (shall be selected by the date Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% portion of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated held by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate Holder equal to an authorized denomination. If the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption Company redeems less than all of the Notes of each series shall and the Notes are then held in book-entry form, the redemption will be given in the manner and otherwise made in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeDepositary’s customary procedures. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Avery Dennison Corp)

Optional Redemption by Company. (a) The 2017 Notes may not be redeemed by the Company prior to January 29, 2025. On or after January 29, 2025 (180 days after August 2, 2024) (or, if additional notes are issued, beginning 180 days after the issue date of such additional notes), and, prior to August 2, 2029 (one year prior to the Maturity Date (the “First Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or and from time to time in part time, at a redemption price (the “2017 Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) thereon discounted to the applicable 2017 Redemption Date (assuming that the Notes matured on the First Par Call Date) on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer applicable Treasury Rate plus 10 basis points; plus, in each of the cases (i) and 0.300% less (ii) above, interest accrued and unpaid interest on to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Date.; and (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; redeemed, plus, in each case of the cases (ia) and (ii) aboveb), accrued and unpaid interest on interest, if any, to, but excluding, the 2022 Redemption Date of the Notes to be redeemed toredeemed. On the First Par Call Date, the Company may redeem the Notes, in whole but not includingin part, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) Price equal to the greater of: (i) 100% of the aggregate principal amount of the 2042 Notes being redeemedNotes, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed thereon, if any, to, but not includingexcluding, the applicable 2042 Redemption Date. On or after July 3, 2030 (the date that is 30 days prior to the Maturity Date), the Company may redeem the Notes, in whole or in part, at any time and from time to time, at its option at a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Twelfth Supplemental Indenture (Synchrony Financial)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part part, at the Company’s option for cash prior to August 31, 2030 (the “Par Call Date”) at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, ; or (ii) as calculated an amount determined by the Quotation Agent, Agent equal to the sum of the present values of the remaining scheduled payments for principal of principal, premium, if any, and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as to the date of the applicable 2017 Redemption Dateredemption) to August 31, 2030, discounted to the applicable 2017 Redemption Date date of redemption on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsActual/Actual (ICMA) using a discount rate equal to at the sum of the Reference Dealer Rate Comparable Government Bond Rate, plus 10 35 basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at At any time (on or after the date of such redemptionPar Call Date, a “2022 Redemption Date”) at the Company’s option Company may redeem the Notes, in whole or from time to time in part part, at the Company’s option for cash at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemedthereof, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Datedate of redemption. (c) The 2042 Notes may be redeemed at any time Notwithstanding subsections (the date a) and (b) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2042 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2042 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 any Notes to be redeemed to, but not including, the applicable 2042 Redemption Dateor portions thereof that are called for redemption. (d) Notice Notices of any redemption shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes of each series shall to be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeredeemed at its registered address. (e) The following defined If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms used in of this Article Five shallIndenture, unless then on and after such Redemption Date, interest will cease to accrue on the context otherwise requires, have the meanings specified belowNotes (or such portion thereof) called for redemption.

Appears in 1 contract

Samples: Seventeenth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 2021 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2017 2021 Redemption Date”) at the Company’s option in whole or from option. If the 2021 Notes are redeemed at any time prior to time in part the maturity date of the 2021 Notes, such notes will be redeemed at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2017 2021 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 2021 Notes to be redeemed (not including any portion of such payments exclusive of interest accrued as of to the applicable 2017 Redemption Dateredemption date) discounted to the applicable 2017 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 15 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2017 2021 Notes to be being redeemed to, but not including, the applicable 2017 2021 Redemption Date. Any redemption pursuant to this Section 7.01(a) is subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or before the applicable 2021 Redemption Date. (b) The 2022 2023 Notes may be redeemed redeemed, in whole or in part, at any time (the date of such redemption, a “2022 2023 Redemption Date”) at the Company’s option in whole or from option. If the 2023 Notes are redeemed at any time prior to time in part the Par Call Date, the 2023 Notes will be redeemed at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2022 2023 Notes being to be redeemed, orand (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2022 2023 Notes to be redeemed that would have been made if the 2023 Notes matured on the Par Call Date (not including any portion of such payments exclusive of interest accrued as of to the applicable 2022 Redemption Dateredemption date) discounted to the applicable 2022 Redemption Date redemption date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 12.5 20 basis points; , plus, in each of the cases (i1) and (ii2) above, accrued and unpaid interest on the 2022 2023 Notes to be redeemed to, but not including, the applicable 2022 2023 Redemption Date. (c) The 2042 . If the 2023 Notes may be are redeemed at any time (on or after the date of such redemptionPar Call Date, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part 2023 Notes will be redeemed at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 2023 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 2023 Notes to be being redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such 2023 Redemption Date. Any redemption pursuant to this Section 7.01(b) is subject to the right of holders of record on the relevant record date to receive interest accrued to such due on an interest payment date that is on or before the applicable 2023 Redemption Date will be paid as specified in such noticeDate. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Third Supplemental Indenture (Delta Air Lines Inc /De/)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after October 1, 2042, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 fifteen (15) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part part, at the Company’s option for cash prior to August 31, 2027 (the “Par Call Date”) at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, ; or (ii) as calculated an amount determined by the Quotation Agent, Agent equal to the sum of the present values of the remaining scheduled payments for principal of principal, premium, if any, and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as to the date of the applicable 2017 Redemption Dateredemption) to August 31, 2027, discounted to the applicable 2017 Redemption Date date of redemption on a semiannual an annual basis (assuming a 360-day year consisting of twelve 30-day monthsActual/Actual (ICMA) using a discount rate equal to at the sum of the Reference Dealer Rate Comparable Government Bond Rate, plus 10 30 basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at At any time (on or after the date of such redemptionPar Call Date, a “2022 Redemption Date”) at the Company’s option Company may redeem the Notes, in whole or from time to time in part part, at the Company’s option for cash at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemedthereof, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Datedate of redemption. (c) The 2042 Notes may be redeemed at any time Notwithstanding subsections (the date a) and (b) above, installments of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2042 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2042 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 any Notes to be redeemed to, but not including, the applicable 2042 Redemption Dateor portions thereof that are called for redemption. (d) Notice Notices of any redemption shall be mailed (or, in the case of Notes held in book-entry form, be transmitted electronically) at least ten (10) but not more than sixty (60) days before the Redemption Date to each Holder of the Notes of each series shall to be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeredeemed at its registered address. (e) The following defined If less than all of the Notes are to be redeemed at any time, the Notes to be redeemed will be selected by the Trustee in accordance with the standard procedures of the Depositary. If the Notes to be redeemed are not Global Notes then held by Euroclear or Clearstream, the Trustee will select the Notes to be redeemed on a pro rata basis. If the Notes are listed on the New York Stock Exchange (“NYSE”) or any other national securities exchange, the Trustee will select Notes in compliance with the requirements of the NYSE or other principal national securities exchange on which the Notes are listed. Notwithstanding the foregoing, if less than all of the Notes are to be redeemed, no Notes of such series of a principal amount of €100,000 or less shall be redeemed in part. (f) If money sufficient to pay the Redemption Price on the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and notice of redemption has been given in accordance with the terms used in of this Article Five shallIndenture, unless then on and after such Redemption Date, interest will cease to accrue on the context otherwise requires, have the meanings specified belowNotes (or such portion thereof) called for redemption.

Appears in 1 contract

Samples: Sixteenth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Notes Except as otherwise may be redeemed specified in this Supplemental Indenture No. 1, the Company shall have the right to redeem the Notes, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part prior to November 15, 2022, at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of plus accrued and unpaid interest to, but excluding, the 2017 Notes being redeemed, orRedemption Date; and (ii) the sum, as calculated determined by the Quotation Agentan Independent Investment Banker, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments exclusive of interest accrued as of to the applicable 2017 Redemption Date) discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Treasury Rate plus 10 25 basis points; plus, in each of the cases (i) and (ii) above, plus accrued and unpaid interest on the 2017 Notes to be principal amount being redeemed to, but not includingexcluding, the applicable 2017 Redemption Date. (b) The 2022 Notes may be redeemed at . At any time (on or after November 15, 2022, the date of such redemptionCompany shall have the right to redeem the Notes, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part part, at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date. The redemption price set forth in this Section 3.01 shall be referred to as the “Optional Redemption Price.” The Company will mail notice of such redemption to the registered holders of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of less than 10 nor more than 60 days prior to the applicable 2022 Redemption Date) discounted . If Notes are only partially redeemed pursuant to this Section 3.01, the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed towill be selected by the Trustee in such manner as in its sole discretion it shall deem appropriate and fair; provided, but not includingthat if at the time of redemption the Notes to be redeemed are registered as a Global Note, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemptionDepositary shall determine, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of accordance with its procedures, the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in held by each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given its participants that holds a position in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Notes. The Optional Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available paid prior to 12:00 noon, New York City time, on the Redemption Date referred or at such later time as is then permitted by the rules of the Depositary for the Notes (if then registered as a Global Note); provided, that the Company shall deposit with the Trustee an amount sufficient to in that noticepay the Optional Redemption Price by 10:00 a.m., New York City time, on the date such Optional Redemption Price is to be paid. If money sufficient to pay the Optional Redemption Price of all of the Notes (or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or paying agent on or before the Redemption Date and certain other conditions are satisfied, then on and after such Redemption Date, interest will cease to bear interest accrue on such Redemption Date. Any interest accrued to Notes (or such Redemption Date will be paid as specified in such noticeportion thereof) called for redemption. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Supplemental Indenture (Starwood Hotel & Resorts Worldwide, Inc)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part for cash at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by unless the Quotation AgentNotes are redeemed on or after February 15, 2024, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 twelve (12) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Sixth Supplemental Indenture (Stryker Corp)

Optional Redemption by Company. (a) The 2017 Subject to the terms of the Indenture, in addition to as set forth in Section 3.1 hereof, the Notes may shall be redeemed at any time (the date of such redemptionredeemable in whole or in part, a “2017 Redemption Date”) at the Company’s option in whole or option, at any time and from time to time in part as follows: (i) Prior to November 15, 2031 (the date falling three months prior to the maturity of the Notes) (the “Call Date”), at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i1) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii2) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) Remaining Scheduled Payments discounted to the applicable 2017 Redemption Date on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Comparable Treasury Rate, plus 10 15 basis points; , plus, in each the case of the cases either clause (i1) and or (ii2) above, accrued and unpaid interest on the 2017 Notes to be redeemed thereon to, but not including, the applicable 2017 Redemption Date.; (bii) The 2022 Notes may be redeemed at any time On or after the Call Date (the date falling three months prior to the maturity of such redemptionthe Notes), a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate redeemed, plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed thereon to, but not including, the applicable 2022 Redemption Date. If the redemption date is after a Regular Record Date and on or prior to a corresponding Interest Payment Date, the full amount of accrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the Regular Record Date. The redemption price to be paid pursuant to Section 3.1(a)(i) or Section 3.1(a)(ii) (as applicable, the “Optional Redemption Price”) shall be determined by the Company. (b) Notice of any redemption shall be mailed (or otherwise electronically delivered) not less than 10 days and not more than 60 days prior to the Redemption Date to each Holder of Notes to be redeemed. In connection with any redemption of Notes, any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption Date (whether the original Redemption Date or the Redemption Date so delayed). In addition, the Company may provide in such notice that payment of the Optional Redemption Price and performance of the Company’s obligations with respect to such redemption may be performed by another person. (c) The 2042 Unless the Company defaults in payment of the Optional Redemption Price, from and after the Redemption Date, interest shall cease to accrue on the Notes may or portions thereof called for redemption. If less than all of the Notes are to be redeemed, the Notes to be redeemed at any time (shall be selected by the date Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% portion of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated held by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate Holder equal to an authorized denomination. If the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption Company redeems less than all of the Notes of each series shall and the Notes are then held in book-entry form, the redemption will be given in the manner and otherwise made in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, Depositary’s customary procedures. The Trustee shall state the manner in which such Redemption Price shall not be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds responsible for calculating the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeprice or make-whole amount. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Eighth Supplemental Indenture (Avery Dennison Corp)

Optional Redemption by Company. (a) The 2017 Subject to Article XI of the Indenture, the Company shall have the right to redeem the Notes may be redeemed due 2010 or the Notes due 2016, in whole or in part, at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part time, at a redemption price (the “2017 Redemption Price”"OPTIONAL REDEMPTION PRICE") equal to the greater of: (i) 100% of the principal amount plus accrued and unpaid interest to the Redemption Date of the 2017 Notes being series to be redeemed, ; or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed (not including any portion of such payments exclusive of interest accrued as to the Redemption Date of the applicable 2017 Redemption Dateseries to be redeemed) discounted to the applicable 2017 Redemption Date of the series to be redeemed on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at (A) the sum of the Reference Dealer Treasury Rate plus 10 20 basis points; points for the Notes due 2010 or (B) the Treasury Rate plus 25 basis points for the Notes due 2016, plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on the 2017 principal amount being redeemed to the Redemption Date of the series to be redeemed. Any redemption pursuant to the preceding paragraph will be made upon not less than 30 nor more than 60 days' prior notice before the Redemption Date of the series to be redeemed to each Holder of the Notes of the series to be redeemed, at the Optional Redemption Price. If Notes are only partially redeemed pursuant to this Section 3.01(a), the Notes of the series to be redeemed will be redeemed by the Trustee in accordance with Section 11.3 of the Indenture; provided, that if at the time of redemption the Notes of the series to be redeemed are registered as a Global Note, the Depositary shall determine, in accordance with its procedures, the principal amount of the Notes of the series to be redeemed held by each Holder of such Notes to be redeemed toredeemed. The Optional Redemption Price shall be paid prior to 12:00 noon, but not includingNew York time, on the applicable 2017 date of such redemption or at such earlier time as the Company determines provided that the Company shall deposit with the Trustee an amount sufficient to pay the Optional Redemption DatePrice by 10:00 a.m., New York time, on the date such Optional Redemption Price is to be paid. (b) The 2022 Notes may be redeemed at any time (the date of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2022 Redemption Date) discounted to the applicable 2022 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 Notes to be redeemed to, but not including, the applicable 2022 Redemption Date. (c) The 2042 Notes may be redeemed at any time (the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of the applicable 2042 Redemption Date) discounted to the applicable 2042 Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of the Notes of each series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; provided, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption of any Notes of a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such notice. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified belowgiven to them in this Section 3.01(b).

Appears in 1 contract

Samples: Supplemental Indenture (International Paper Co /New/)

Optional Redemption by Company. (a) The 2017 Company shall have the right to redeem the Notes may be redeemed at any time (the date of such redemption, a “2017 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2017 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2017 Notes being to be redeemed, or; and (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for of principal and interest on the 2017 Notes to be redeemed thereon (not including any portion of such payments of interest accrued as of the applicable 2017 Redemption Date) date of redemption), discounted to the applicable 2017 Redemption Date date of redemption on a semiannual semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to at the sum of the Reference Dealer Rate Treasury Rate, plus 10 twelve (12) basis points; plus, in each of the cases (i) and (ii) abovecase, accrued and unpaid interest on thereon to the 2017 Notes to be redeemed to, but not including, the applicable 2017 Redemption Datedate of redemption. (b) The 2022 Notes may be redeemed at any time Notwithstanding subsection (the date a) above, installments of such redemption, a “2022 Redemption Date”) at the Company’s option in whole or from time to time in part at a redemption price (the “2022 Redemption Price”) equal to the greater of: (i) 100% of the principal amount of the 2022 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2022 Notes that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date shall be redeemed (not including any portion of payable on such payments of interest accrued Interest Payment Date to the registered Holders as of the applicable 2022 close of business on the relevant Regular Record Date according to the terms of the Notes and the Indenture. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date) discounted , interest shall cease to the applicable 2022 Redemption Date accrue on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the sum of the Reference Dealer Rate plus 12.5 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2022 any Notes to be redeemed to, but not including, the applicable 2022 Redemption Dateor portions thereof that are called for redemption. (c) The 2042 Notes may Notices of redemption shall be redeemed mailed at any time least thirty (30) but not more than sixty (60) days before the date of such redemption, a “2042 Redemption Date”) at the Company’s option in whole or from time Date to time in part at a redemption price (the “2042 Redemption Price”) equal to the greater of: (i) 100% each Holder of the principal amount of the 2042 Notes being redeemed, or (ii) as calculated by the Quotation Agent, the sum of the present values of the remaining scheduled payments for principal and interest on the 2042 Notes to be redeemed (not including any portion of such payments of interest accrued as of at its registered address. The Company shall calculate the applicable 2042 Redemption Date) discounted Price and shall deliver an Officers’ Certificate to the applicable 2042 Trustee setting forth the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal Price no later than two Business Days prior to the sum of the Reference Dealer Rate plus 15 basis points; plus, in each of the cases (i) and (ii) above, accrued and unpaid interest on the 2042 Notes to be redeemed to, but not including, the applicable 2042 Redemption Date. (d) Notice of any redemption of If less than all the Notes of each series are to be redeemed at any time, the Notes to be redeemed shall be given selected by lot by DTC, in the manner case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and otherwise in accordance with the provisions of Section 1104 of the Base Indenture; providedappropriate, however, that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Base Indenture and funds for the redemption case of any Notes of that are not represented by a series called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date. Any interest accrued to such Redemption Date will be paid as specified in such noticeGlobal Note. (e) The following defined terms used in this Article Five shall, unless the context otherwise requires, have the meanings specified below.

Appears in 1 contract

Samples: Second Supplemental Indenture (Stryker Corp)

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