Optional Redemption for Tax Reasons. (a) Except to the extent otherwise specified for a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then due), redeem the Securities of any series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07.
(b) Prior to the giving of any notice of redemption pursuant to this Section 12.06, the Issuer shall deliver to the Trustee and the Securities Administrator: (i) a certificate stating that it is entitled to effect the redemption and setting forth a statement of facts showing that the conditions precedent to its rights to so redeem as set forth in item (a) have occurred; and (ii) an opinion of independent counsel reasonably satisfactory to the Trustee and the Securities Administrator to the effect that Issuer is entitled to effect the redemption based on the statement of facts set forth in the certificate described in item (i).
Optional Redemption for Tax Reasons. The Company shall be entitled to redeem all, but not part, of the Securities of any Series if as a result of any change in or amendment to the laws, including any regulations promulgated thereunder, of the Relevant Tax Jurisdiction or any change in or amendment to any official position regarding the application or interpretation of such laws or regulations (a “Change in Tax Law”), the Payor is or would be required on the occasion of the next payment of principal or interest in respect of the Securities of such Series to pay Additional Amounts pursuant to Section 3.4 and the payment of such Additional Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change in Tax Law must be announced and become effective (i) in the case of the Guarantor, after the original issue date with respect to the Securities of such Series and (ii) in the case of any successor to the Guarantor or the Company, after the date such successor became the successor to the Guarantor or the Company, as the case may be. Notwithstanding anything to the contrary contained in this Article Twelve, the Company must (i) deliver to the Trustee at least 30 days before the Redemption Date an Officers’ Certificate and an opinion of independent legal counsel of recognized standing to the effect that the Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law and (ii) provide the Holders with notice of the intended redemption at least 30 days and no more than 60 days before the redemption date. The redemption price will equal (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment) the principal amount of the Securities of such Series plus accrued interest to the Redemption Date.
Optional Redemption for Tax Reasons. (a) The Company shall have the right to redeem the Notes at any time in whole, but not in part, on not less than 10 nor more than 60 days’ prior notice, at 100% of the principal amount of the Notes, together with accrued and unpaid interest, if any, to, but excluding, the Redemption Date if, as a result of any change in, or amendment to, the laws, regulations or rulings of the United States (or any political subdivision or taxing authority thereof or therein having power to tax), or any change in official position regarding application or interpretation of those laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change, amendment, application or interpretation is announced or becomes effective on or after the original issue date with respect to the Notes, the Company becomes or, based upon a written opinion of independent counsel selected by the Company, will become obligated to pay additional amounts as described in Section 3.03.
Optional Redemption for Tax Reasons. The Issuer may redeem the 2032 Fixed Rate Notes in whole but not in part at any time prior to maturity, at a redemption price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption, if:
(a) the Issuer determines that, as a result of any change in or amendment to the laws or any regulations or rulings promulgated thereunder of the United Kingdom or the United States, or any change in the application or official interpretation of such laws, regulations or rulings, or any change in the application or official interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which any such jurisdiction is a party, which change, execution or amendment becomes effective on or after the Issue Date: (i) the Issuer would be required to pay Additional Amounts on the 2032 Fixed Rate Notes on the next succeeding Interest Payment Date and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to the Issuer or the applicable Guarantor; or (ii) withholding tax has been or would be required to be withheld with respect to interest income received or receivable by the Issuer directly from the applicable Guarantor (or any Affiliate) and such withholding tax obligation cannot be avoided by the use of reasonable measures available to the Issuer or the applicable Guarantor (or any Affiliate); or
(b) the Issuer determines, based upon an opinion of independent counsel of recognised standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, the United Kingdom or the United States, which action is taken or brought on after the Issue Date, there is a substantial probability that the circumstances described above would exist; provided, however, that no such notice of redemption may be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts.
Optional Redemption for Tax Reasons. If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States (or any political subdivision or taxing authority of or in the United States), or any change in, or amendment to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after June 14, 2016, the Issuer becomes or, based upon a written opinion of independent counsel selected by the Issuer, will become obligated to pay Additional Amounts as described herein with respect to the Notes, then the Issuer may at its option redeem, in whole, but not in part, the Notes at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on those Notes to the date fixed for redemption. Prior to giving any notice of redemption to the Holders of the Notes pursuant to this Section 2.8(c), the Issuer shall deliver to the Trustee (1) an Officer’s Certificate and (2) an Opinion of Counsel from counsel selected by the Issuer, each stating that the Issuer will become obligated to pay such Additional Amounts.
Optional Redemption for Tax Reasons. The Issuer may, at its option, redeem the Notes in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ notice to the Holders of the Notes (which notice shall be irrevocable), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the Redemption Date (a “Tax Redemption Date”) and all Additional Amounts, if any, that will become due on the Tax Redemption Date as a result of such redemption or otherwise (subject, if applicable, to the right of Holders of the Notes of record on the relevant record date to receive interest due on the relevant interest payment date), if the Issuer determines that (1) on the occasion of the next payment due in respect of the Notes, it would be required to pay Additional Amounts and (2) the payment obligation cannot be avoided by the Issuer taking reasonable measures available to it (including making payment through a paying agent located in another jurisdiction), as a result of:
(a) any change in, or amendment to, the laws or treaties (or any regulations, protocols or rulings promulgated thereunder) of Belgium, Luxembourg or any other Relevant Taxing Jurisdiction affecting taxation, which change or amendment becomes effective on or after the Closing Date,
(b) any change in position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction), which change, amendment, application or interpretation becomes effective on or after the Closing Date, or
(c) the issuance of definitive Notes due to:
(i) the NBB ceasing to operate the X/N System and a successor is not able to be appointed by the Issuer within 15 days of the notification, or
(ii) the notification by each of Euroclear and Clearstream, Luxembourg that it is unwilling or unable to continue to act as, or ceases to be, a clearing agency in respect of the Notes and a successor is not able to be appointed by the Issuer within 15 days of such notification. The notice of redemption may not be given earlier than 120 days prior to the earliest date on which the Issuer would be obligated to make a payment or withholding if a payment in respect of the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an Officers’ Certificate and an Opin...
Optional Redemption for Tax Reasons. Article 8 Except to the extent otherwise specified for a particular series of Securities, if the Issuer determines that it is obligated to pay additional amounts pursuant to Section 3.07 as a result of any change in or amendment to the laws affecting taxation (or any regulations or rulings promulgated thereunder) of the relevant Taxing Jurisdiction after the date on which the pricing terms relating to such series of Securities were determined (the “Pricing Date”), or any change in official position regarding the application or interpretation of those laws, regulation or rulings, which change or amendment becomes effective on or after the Pricing Date the Issuer may, on giving not more than 60 nor less than 30 days’ notice to the Trustee and the Securities Administrator (but in no event earlier than 60 days prior to the earliest date on which Issuer would be obligated to pay any additional amounts pursuant to Section 3.07 if a payment in respect of the securities were then due), redeem the Securities of any series then outstanding at a redemption price equal to the principal amount of the Securities redeemed (or if the Securities are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof) together with accrued interest to the date fixed for redemption and any applicable additional amounts payable pursuant to Section 3.07.
Optional Redemption for Tax Reasons. The Issuer may redeem the Callable Fixed Rate Notes in whole but not in part at any time prior to maturity, at a redemption price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption, if:
Optional Redemption for Tax Reasons. The Securities shall be subject to optional redemption for tax reasons as described in Section 3.10 of the Indenture.
Optional Redemption for Tax Reasons. The Issuer may, at its option, redeem all (but not less than all) of the Notes then outstanding at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption (a “Tax Redemption Date”) and all Additional Amounts, if any, then due or which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Company, Holdings, the Issuer or a Guarantor has become, or would become, after taking reasonable measures, if any, available to it to avoid it, obliged to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of any change in laws or treaties of a Relevant Taxing Jurisdiction (including any regulations promulgated thereunder) or in any interpretation, administration or application regarding such laws, treaties or regulations (including a judicial decision rendered by a court of competent jurisdiction in a Relevant Taxing Jurisdiction), if such change is announced and becomes effective on or after the Issue Date. The Issuer shall provide notice of any such redemption to the Holders and the Trustee at least ten days in advance of such redemption; provided that such notice shall not be given earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment with respect to the Notes was due on such date.
