Optional Redemption by the Company. At any time prior to May 15, 2026, the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15, 2026, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 4 contracts
Samples: Second Supplemental Indenture (Bungeltd), Second Supplemental Indenture (Bunge Global SA), Supplemental Indenture (Bungeltd)
Optional Redemption by the Company. At any time prior to May 15July 17, 20262025 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 25 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15July 17, 20262025, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 4 contracts
Samples: Supplemental Indenture (Bungeltd), Second Supplemental Indenture (Bunge Global SA), First Supplemental Indenture (Bungeltd)
Optional Redemption by the Company. At any time prior to May 15June 25, 20262027 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 25 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15June 25, 20262027, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 4 contracts
Samples: Second Supplemental Indenture (Bungeltd), Second Supplemental Indenture (Bunge Global SA), Supplemental Indenture (Bungeltd)
Optional Redemption by the Company. At any time prior to May 15February 14, 20262031 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 20 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15February 14, 20262031, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 4 contracts
Samples: Second Supplemental Indenture (Bungeltd), Second Supplemental Indenture (Bunge Global SA), Supplemental Indenture (Bungeltd)
Optional Redemption by the Company. At any time prior to May 15(a) The Notes are redeemable, 2026in whole or in part, the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price Redemption Price equal to (a) the greater of (i1) 100% of their the principal amount to be redeemed of such Notes and (ii2) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on exclusive of interest accrued to the date of calculation of the redemption priceredemption) on the such Notes to be redeemed (exclusive of interest accrued but unpaid discounted to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), ) at the applicable Treasury Yield (as defined below)Rate plus 25 basis points, as determined by the Reference Treasury Dealersplus, plus 30 basis points (such greater amountin either case, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes to but excluding the date Redemption Date; provided, however, that interest installments due on an Interest Payment Date which is on or prior to the Redemption Date will be payable to Holders who are Holders of redemption. On or after May 15, 2026, record of the Notes will as of the close of business on the Regular Record Date next preceding such Interest Payment Date. All determinations made by any Reference Treasury Dealer with respect to determining the Redemption Price pursuant to this Section 4.2 shall be redeemable at the option of final and binding on the Company, in whole at any time or in part from time the Guarantor, the Trustee and the Holders absent manifest error.
(b) The provisions of Article XI of the Indenture shall apply to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes pursuant to be redeemed (this Section 4.2; provided, that, notwithstanding anything to the “Par Call Redemption Price” and, together with contrary in Section 11.05 of the Make-Whole Redemption PriceIndenture, the “Redemption Price”), plus accrued and unpaid interest on notice of the Notes to be redeemed to the date of redemption. For purposes of determining redemption described therein shall not state the Redemption Price, . The Redemption Price shall be provided by a separate notice to the following definitions are applicable:Holders of the Notes on the third Business Day immediately preceding the Redemption Date.
Appears in 2 contracts
Samples: Fourth Supplemental Indenture (Invesco Ltd.), Third Supplemental Indenture (Invesco Ltd.)
Optional Redemption by the Company. At any time prior to May 15, 2026, the (a) The Notes will may not be redeemable redeemed at the option of the Company, Company pursuant to this Indenture at any time in whole or prior to June 9, 2023. At any time and from time to time in parton or after June 9, on at least 30 days but not more than 60 days’ prior notice mailed 2023, the Notes shall become subject to Company’s right to redeem (the registered address of each Holder of Notes to be so redeemed, “Optional Redemption Right”) at a redemption price (the “Optional Redemption Price”) payable in cash equal to (a) 100% of the greater of Principal Amount plus accrued and unpaid Interest on such Principal, if any, up to the Optional Redemption Date as follows:
(i) on or after June 9, 2023, up to one-third of the aggregate Principal Amount of Notes initially issued;
(ii) on or after June 9, 2024, up to two-thirds of the aggregate Principal Amount of Notes initially issued; and
(iii) on or after June 9, 2025, up to 100% of their principal amount the aggregate Principal Amount of Notes initially issued; provided that at any time the Company exercises the Optional Redemption Right, (1) the Closing Sale Price of the Common Stock must be greater than 150% of the then effective Conversion Price for each of any 20 consecutive Trading Days during the 30 consecutive Trading Day period ending on the Trading Day immediately preceding the date that the applicable Optional Redemption Notice is delivered to Holders and (2) a Registration Statement registering the resale of all Underlying Securities and all Additional Shares issuable upon conversion or redemption of any Notes to be redeemed pursuant to such Optional Redemption Right is and remains effective, and a current Prospectus related thereto available for use, throughout the period from the date the Optional Redemption Notice is delivered to the Holders to and including the Optional Redemption Date such that all such Underlying Securities and Additional Shares may be immediately sold or otherwise disposed of by the Holders without further registration or other restriction under the Securities Act and applicable state securities laws.
(iib) If the Company elects to exercise the Optional Redemption Right pursuant to this Section 3.07 prior to the Interest Make-Whole Date, then on the Optional Redemption Date, the Company shall make a payment to the Holder of such redeemed Notes equal to the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) that would have been made on the Notes to be redeemed (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of had such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)Notes remained outstanding through, at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amountand including, the “Interest Make-Whole Date (the “Redemption PriceInterest Make-Whole Payment”).
(c) If an Optional Redemption Date occurring prior to the Interest Make-Whole Date occurs after the close of business on a Regular Record Date but prior to the open of business on the Interest Payment Date corresponding to such Regular Record Date, plus the Redemption Interest Make-Whole Payment will not include the accrued interest to, but excluding, the Optional Redemption Date to any Holder of Notes called for redemption and instead the Company will pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on such Regular Record Date. In such case, the Redemption Interest Make-Whole Payment to such Holders of Notes called for redemption will equal the value of all remaining interest payments, starting with the next Interest Payment Date for which interest has not been provided for through the Interest Make-Whole Date.
(bd) accrued The Company will have the option to pay any Redemption Interest Make-Whole Payment in cash and/or, subject to the limitations in Section 9.02(k) and unpaid interestSection 9.02(l), by delivering Freely Tradeable Common Stock. The number of shares of Freely Tradeable Common Stock a Holder will receive, if any, in respect of its Redemption Interest Make-Whole Payment will be the number of shares equal to the amount of the Redemption Interest Make-Whole Payment to be paid in Freely Tradeable Common Stock to such Holder, divided by the product of (x) 95% and (y) the simple average of the Daily VWAP of the Common Stock for the ten consecutive Trading Days ending on and including the Trading Day immediately preceding the Optional Redemption Date.
(e) If the Company has failed to pay any Interest or premium on the Notes and such failure to the date of redemption. On or after May 15, 2026pay is continuing, the Notes will be redeemable at Company may not redeem the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:Notes.
Appears in 2 contracts
Samples: Indenture (Akoustis, Inc.), Indenture (Akoustis Technologies, Inc.)
Optional Redemption by the Company. At any time The Company may not redeem the Notes prior to May 15October 1, 20262022, except under the Notes will be redeemable at the option of the Company, at any time circumstances described in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to Section 16.01.
(a) On or after October 1, 2022, the greater Company may redeem for cash all or part of the Notes, at its option, if the Last Reported Sale Price of the ADSs has been at least 130% of the Conversion Price then in effect on (i) 100% each of their principal amount at least 20 Trading Days (whether or not consecutive) during the period of 30 consecutive Trading Days ending on, and including, the Trading Day immediately prior to be redeemed the date the Company provides notice of redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on Trading Day immediately preceding the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of Company sends such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus notice.
(b) accrued and unpaid interestIn case the Company exercises its option to redeem all or, if anyas the case may be, on the Notes to the date of redemption. On or after May 15, 2026, the Notes will be redeemable at the option any part of the CompanyNote, in whole at any time or in part from time to timeit shall fix a date for redemption (the “Optional Redemption Date”) and shall give the Holders, on at least 30 daysTrustee, Conversion Agent and Paying Agent not less than 43 Scheduled Trading Days’ but not no more than 60 daysScheduled Trading Days’ notice (an “Optional Redemption Notice” and, together with the Tax Redemption Notice, a “Redemption Notice”) prior notice mailed to the registered address of each Holder of Notes to Optional Redemption Date, and the Redemption Price will be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed redeemed, plus any accrued and unpaid Special Interest to, but excluding, the Optional Redemption Date (unless the “Par Call Optional Redemption Date falls after a Special Interest Record Date but on or prior to the immediately succeeding Special Interest Payment Date, in which case the Company shall pay on the Special Interest Payment Date the full amount of any accrued and unpaid Special Interest to the holder of record as of the close of business on such Special Interest Record Date, and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed). The Optional Redemption Date must be a Business Day. The Company shall send to each Holder written notice of the redemption containing certain information set forth in this Indenture, including:
(i) the Optional Redemption Date;
(ii) the Redemption Price” ;
(iii) the Settlement Method that will apply to all conversions with a Conversion Date that occurs on or after the date the Company sends such notice of redemption and before the close of business on the second Business Day immediately before the related Optional Redemption Date.
(iv) that on the Optional Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that Special Interest thereon, if any, shall cease to accrue on and after the Optional Redemption Date unless the Company defaults in the payment of the Redemption Price;
(v) the place or places where the Notes subject to such redemption are to be surrendered for payment of the Redemption Price;
(vi) that Holders may surrender Notes for conversion at any time prior to the close of business on the second Business Day prior to the Optional Redemption Date (unless the Company fails to pay the Redemption Price, in which case a Holder of Notes may convert such Notes until the Business Day immediately preceding the date on which the Redemption Price has been paid or duly provided for);
(vii) the Conversion Rate and, if applicable, the number of Additional ADSs added to the Conversion Rate in accordance with Section 14.03;
(viii) the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes and that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number listed in such notice or printed on the Notes; and
(ix) in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed, and that upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall be issued. An Optional Redemption Notice shall be irrevocable. At the Company’s prior written request, the Trustee shall give the Optional Redemption Notice in the Company’s name and at its expense; provided, however, that the Company shall have delivered to the Trustee not later than the close of business five Business Days prior to the date the Notice of Redemption is to be sent (unless a shorter period shall be satisfactory to the Trustee), an Officer’s Certificate and a Company Order requesting that the Trustee give such Optional Redemption Notice together with the Make-Whole Optional Redemption PriceNotice to be given setting forth the information to be stated therein as provided in the preceding paragraph. The Optional Redemption Notice, if given in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such Optional Redemption Notice or any defect in the Optional Redemption Notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the Optional Redemption of any other Note. If the Company decides to redeem fewer than all of the outstanding Notes, the “Redemption Price”), plus accrued and unpaid interest on Trustee will select the Notes to be redeemed (in principal amounts of $1,000 or multiples thereof) by lot, on a pro rata basis or by another method the Trustee considers to be fair and appropriate and, in the case of a Global Note, in accordance with, and subject to, DTC’s applicable procedures. If the Trustee selects a portion of a Holder’s Notes for partial redemption and such Holder converts a portion of such Notes, the converted portion shall be deemed to be from the portion selected for redemption. In the event of any redemption in part, the Company shall not be required to register the transfer of or exchange any Note so selected for redemption, in whole or in part, except the unredeemed portion of any such Note being redeemed in part. No Notes may be redeemed if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the date Optional Redemption Date (except in the case of redemption. For purposes an acceleration resulting from a default by the Company in the payment of determining the Redemption Price, the following definitions are applicable:Price with respect to such Notes).
Appears in 1 contract
Samples: Indenture (Pinduoduo Inc.)
Optional Redemption by the Company. At any time prior (a) Prior to May 15November 8, 20262028 (the “Par Call Date”), the Company shall have the right to redeem the Notes will be redeemable at the option of the Companyits option, in whole or in part, at any time in whole or and from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemedtime, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), ) at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, Rate plus 30 15 basis points (such greater amount, the “Make-Whole Redemption Price”), plus less (b) interest accrued to the Redemption Date; and
(ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest, if any, on the Notes interest thereon to the date of redemption. Redemption Date.
(b) On or after May 15, 2026the Par Call Date, the Notes will be redeemable at Company may redeem the option of the CompanyNotes, in whole or in part, at any time or in part and from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be being redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest thereon to the Redemption Date.
(c) 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.
(d) Notices of redemption pursuant to this Section 3.01 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 to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the date of redemption. For purposes of determining Trustee setting forth the Redemption PricePrice no later than two Business Days prior to the Redemption Date.
(e) If less than all of the Notes are to be redeemed at any time, the following definitions Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are applicable:not represented by a Global Note.
(f) Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. 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, such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date.
Appears in 1 contract
Optional Redemption by the Company. At any time prior to May 15August 25, 20262022 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 20 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15August 25, 20262022, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Optional Redemption by the Company. At any time prior to May 15, 2026[ ] (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date Date, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 [ ] basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May 15, 2026[ ], the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 1 contract
Optional Redemption by the Company. (a) At any time prior and from time to May 15, 2026time, the Notes will may be redeemable redeemed at the option of the CompanyCompany for cash, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior upon notice mailed to as set forth in Section 1104 of the registered address of each Holder of Notes to be so redeemedIndenture, at a redemption price Redemption Price equal to (a) the greater of (i) 100% of their the principal amount to be redeemed and of the Notes or (ii) the sum sum, as determined by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive assuming for such purposes that the Notes mature on the Par Call Date (as defined below), and not including any portion of such payments of interest accrued but unpaid to the Redemption Datedate of redemption) discounted to their present value as the date of such Redemption Date redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in each case (i) and (ii), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, interest on the principal amount of the Notes to being redeemed to, but excluding, the date of redemption. On or after May 15, 2026The Treasury Rate will be calculated on the third Business Day immediately preceding the Redemption Date. If the Company redeems fewer than all of the outstanding Notes, the Notes to be redeemed will be redeemable at selected in accordance with the option procedures of the CompanyDepositary. The Notes will be redeemed in integral multiples of $1,000 principal amount. The Company may not give notice of any redemption if the Company has defaulted in payment of interest and the default is continuing.
(b) At any time on or after February 15, 2030 (the “Par Call Date”), the Company may redeem the Notes, in whole at any time or in part from time to timepart, on at least 30 days’ but not more than 60 days’ prior upon notice mailed to as set forth in Section 1104 of the registered address of each Holder of Notes to be so redeemedIndenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”)being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(c) At or prior to the time of giving of any notice of redemption to the Holders of any Notes to be redeemed pursuant to Section 2.01(a) of this Fourth Supplemental Indenture, the Company shall deliver an Officers’ Certificate to the date Trustee setting forth the calculation of redemption. For purposes of determining the Redemption PricePrice applicable to such redemption (or an estimate thereof in the event that the Redemption Price is not able to be determined on such date). The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon, the following definitions are applicable:Redemption Price as so calculated and set forth in such Officers’ Certificate.
Appears in 1 contract
Optional Redemption by the Company. At any time prior (a) Prior to May 15August 11, 20262029 (the “Par Call Date”), the Company shall have the right to redeem the Notes will be redeemable at the option of the Companyits option, in whole or in part, at any time in whole or and from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemedtime, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), ) at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, Rate plus 30 15 basis points (such greater amount, the “Make-Whole Redemption Price”), plus less (b) interest accrued to the Redemption Date; and
(ii) 100% of the principal amount of the Notes to be redeemed; plus, in either case, accrued and unpaid interest, if any, on the Notes interest thereon to the date of redemption. Redemption Date.
(b) On or after May 15, 2026the Par Call Date, the Notes will be redeemable at Company may redeem the option of the CompanyNotes, in whole or in part, at any time or in part and from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be being redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest thereon to the Redemption Date.
(c) 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.
(d) Notices of redemption pursuant to this Section 3.01 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 to be redeemed at its registered address. The Company shall calculate the Redemption Price and shall deliver an Officers’ Certificate to the date of redemption. For purposes of determining Trustee setting forth the Redemption PricePrice no later than two Business Days prior to the Redemption Date.
(e) If less than all of the Notes are to be redeemed at any time, the following definitions Notes to be redeemed shall be selected by lot by DTC, in the case of Global Notes, or by the Trustee by a method the Trustee deems to be fair and appropriate, in the case of Notes that are applicable:not represented by a Global Note.
(f) Notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an equity offering, a financing, or other corporate transaction. 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, such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date.
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Optional Redemption by the Company. (a) At any time prior and from time to May 15, 2026time, the Notes will may be redeemable redeemed at the option of the CompanyCompany for cash, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior upon notice mailed to as set forth in Section 11.4 of the registered address of each Holder of Notes to be so redeemedIndenture, at a redemption price equal to (a) the greater of (ia) 100% of their the principal amount of the Notes then outstanding to be redeemed and or (iib) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive not including any portion of such payments of interest accrued but unpaid to the Redemption Date) discounted to their present value as the date of such Redemption Date redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months), ) at the applicable Treasury Yield Rate plus 40 basis points, plus, in each case (as defined belowa) and (b), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, interest on the Notes to the date of redemption. On or after May 15, 2026, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed but excluding the Redemption Date (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”). The date of any such redemption is known as the “Redemption Date”. The Treasury Rate will be calculated on the third Business Day immediately preceding the Redemption Date. Notwithstanding the foregoing, plus accrued and unpaid 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 close of business on the relevant Regular Record Date. If the Company redeems fewer than all of the outstanding Notes, the Trustee will select the Notes to be redeemed in accordance with the provisions of Section 11.3 of the Indenture. The Notes will be redeemed in integral multiples of $1,000 principal amount; provided, however, that no Notes in a principal amount of $2,000 or less will be redeemed in part. The Company may not give notice of any redemption if the Company has defaulted in payment of interest and the default is continuing.
(b) At or prior to the date time of giving of any notice of redemption to the Holders of any Notes to be redeemed, the Company shall deliver an Officers’ Certificate to the Trustee setting forth the calculation of the Redemption Price applicable to such redemption. For purposes of determining The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon, the Redemption Price, Price as so calculated by the following definitions are applicable:Company and set forth in such Officers’ Certificate
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Optional Redemption by the Company. At any time prior (a) Subject to May 15, 2026the terms of the Indenture, the Notes will shall be redeemable in whole or in part, at the option of the Company’s option, at any time in whole or and from time to time in partas follows:
(i) Prior to December 15, on at least 30 days but not more than 60 days’ prior notice mailed to 2032 (the registered address of each Holder of Notes to be so redeemed“Par Call Date”), at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive of interest accrued but unpaid thereon, discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), ) at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, Rate plus 30 basis points (such greater amountpoints, the “Make-Whole Redemption Price”), plus less (b) interest accrued to, but excluding, the Redemption Date, and
(2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes to the date of redemption. Redemption Date.
(ii) On or after May 15, 2026, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemedPar Call Date, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”)being redeemed, plus accrued and unpaid interest on the Notes to be redeemed to the date 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 redemptionaccrued and unpaid interest due on such Interest Payment Date will be paid to the Holder of record at the close of business on the corresponding Regular Record Date. For purposes of 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. The Company’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall not be responsible for the determination or calculation of the redemption price.
(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) Unless the Company defaults in payment of the Optional Redemption Price, from and after the following definitions Redemption Date, interest shall cease to accrue on the Notes or portions thereof called for redemption. If less than all of the Notes are applicable:to be redeemed, the Notes to be redeemed shall be selected by the Trustee by such method that the Trustee deems to be fair and appropriate and may provide for the selection for redemption of a portion of the principal amount of Notes held by a Holder equal to an authorized denomination. If the Company redeems less than all of the Notes and the Notes are then held in book-entry form, the redemption will be made in accordance with the Depositary’s customary procedures. The Company has been advised that it is DTC’s practice to determine by lot the amount of the interest of each participant in the Notes to be redeemed.
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Optional Redemption by the Company. At any time prior Prior to May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on thereon from the Notes date of redemption to be redeemed the Par Call Date (exclusive of interest except for currently accrued but unpaid to the Redemption Dateinterest) discounted to their present value as the date of such Redemption Date redemption, on a semi-annual an annual, ACTUAL/ACTUAL (ICMA) basis (assuming a 360-day year consisting as defined in the rulebook of twelve 30-day monthsthe International Capital Market Association)), at the applicable Treasury Yield Comparable Government Bond Rate (as defined below), as determined by the Reference Treasury Dealers, plus 30 35 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or and after May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), ) plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
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Samples: Indenture (Bunge LTD)
Optional Redemption by the Company. (a) At any time prior and from time to May 15, 2026time, the Notes will may be redeemable redeemed at the option of the CompanyCompany for cash, at any time in whole or from time to time in part, on at least 30 days but not more than 60 days’ prior upon notice mailed to as set forth in Section 1104 of the registered address of each Holder of Notes to be so redeemedIndenture, at a redemption price Redemption Price equal to (a) the greater of (i) 100% of their the principal amount to be redeemed and of the Notes or (ii) the sum sum, as determined by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed (exclusive assuming for such purposes that the Notes mature on the Par Call Date (as defined below), and not including any portion of such payments of interest accrued but unpaid to the Redemption Datedate of redemption) discounted to their present value as the date of such Redemption Date redemption on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case (i) and (ii), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, interest on the principal amount of the Notes to being redeemed to, but excluding, the date of redemption. On or after May 15, 2026The Treasury Rate will be calculated on the third Business Day immediately preceding the Redemption Date. If the Company redeems fewer than all of the outstanding Notes, the Notes to be redeemed will be redeemable at selected in accordance with the option procedures of the CompanyDepositary. The Notes will be redeemed in integral multiples of $1,000 principal amount. The Company may not give notice of any redemption if the Company has defaulted in payment of interest and the default is continuing.
(b) At any time on or after February 15, 2051 (the “Par Call Date”), the Company may redeem the Notes, in whole at any time or in part from time to timepart, on at least 30 days’ but not more than 60 days’ prior upon notice mailed to as set forth in Section 1104 of the registered address of each Holder of Notes to be so redeemedIndenture, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”)being redeemed, plus accrued and unpaid interest on the principal amount of the Notes being redeemed to, but excluding, the date of redemption.
(c) At or prior to the time of giving of any notice of redemption to the Holders of any Notes to be redeemed pursuant to Section 2.01(a) of this Fifth Supplemental Indenture, the Company shall deliver an Officers’ Certificate to the date Trustee setting forth the calculation of redemption. For purposes of determining the Redemption PricePrice applicable to such redemption (or an estimate thereof in the event that the Redemption Price is not able to be determined on such date). The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon, the following definitions are applicable:Redemption Price as so calculated and set forth in such Officers’ Certificate.
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Optional Redemption by the Company. At any time prior Prior to May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on thereon from the Notes date of redemption to be redeemed the Par Call Date (exclusive of interest except for currently accrued but unpaid to the Redemption Dateinterest) discounted to their present value as the date of such Redemption Date redemption, on a semi-annual an annual, ACTUAL/ACTUAL (ICMA) basis (assuming a 360-day year consisting as defined in the rulebook of twelve 30-day monthsthe International Capital Market Association)), at the applicable Treasury Yield Comparable Government Bond Rate (as defined below), as determined by the Reference Treasury Dealers, plus 30 35 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or and after May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), ) plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 1 contract
Optional Redemption by the Company. At any time prior to May February 15, 20262024 (the “Par Call Date”), the Notes will be redeemable at the option of the Company, at any time in whole or from time to time in part, on at least 30 15 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Par Call Date (exclusive of interest accrued but unpaid to the Redemption Date) discounted to their present value as of such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), at the applicable Treasury Yield (as defined below), as determined by the Reference Treasury Dealers, plus 30 25 basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or after May February 15, 20262024, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 15 days’ but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
Appears in 1 contract
Samples: Indenture (Bunge LTD)
Optional Redemption by the Company. At any time prior Prior to May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, in whole at any time or in whole or part from time to time in parttime, on at least 30 days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to (a) the greater of (i) 100% of their principal amount to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on thereon from the date of calculation of redemption to the redemption price) on the Notes to be redeemed Par Call Date (exclusive of interest except for currently accrued but unpaid to the Redemption Dateinterest) discounted to their present value as the date of such Redemption Date redemption, on a semi-an annual basis (assuming a 360-day year consisting ACTUAL/ACTUAL (ICMA) (as defined in the rulebook of twelve 30-day monthsthe International Capital Markets Association)), at the applicable Treasury Yield Comparable Government Bond Rate (as defined below), as determined by the Reference Treasury Dealers, plus 30 [•] basis points (such greater amount, the “Make-Whole Redemption Price”), plus (b) accrued and unpaid interest, if any, on the Notes to the date of redemption. On or and after May 15, 2026the Par Call Date, the Notes will be redeemable at the option of the Company, in whole at any time or in part from time to time, on at least 30 days’ days but not more than 60 days’ prior notice mailed to the registered address of each Holder of Notes to be so redeemed, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed (the “Par Call Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption Price”), ) plus accrued and unpaid interest on the Notes to be redeemed to the date of redemption. For purposes of determining the Redemption Price, the following definitions are applicable:
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