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. (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 2025 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 2025 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. The Company shall be entitled to redeem all, but not part, of the Debentures if as a result of any change in or amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction or any change in the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or amendment to, any treaty or treaties affecting taxation to which such Relevant Tax Jurisdiction is a party (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 Debentures to pay Additional Amounts pursuant to Section 5.09 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 become effective on or after the original issue date with respect to the Debentures. Notwithstanding anything to the contrary contained in this Article IV, the Company must (i) deliver to the trustee at least 30 days before the redemption date 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 the principal amount of the Debentures plus accrued interest to the redemption date. Particular Covenants of the Company and Cxxxxx Parent
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,
(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,
(iii) DTC notifies the Issuer that it is unwilling or unable to continue to act as depository or ceases to be a clearing agency registered under the Exchange Act and, in either case, a successor depository is not appointed by the CDI Depositary at the Issuer’s request within 15 days of such notification, or
(iv) if the CDI Depositary is at any time unwilling or unable to continue as CDI Depositary and a success...
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. (a) If, at any time after the Closing Date, due to any change in the laws, rules or regulations (or in the official interpretation or application thereof) affecting Peruvian taxation, Telefonica del Peru is or will become obligated to pay any Additional Amounts in excess of those attributed to the Peruvian withholding tax of 1% imposed on interest payments to Certificateholders not domiciled in Peru (the amount of any such excess the "Excess Tax Amount"), and such obligation cannot be avoided by Telefonica del Peru taking reasonable measures available to it, then Telefonica del Peru will have the right, to direct the Trustee to redeem the Certificates in whole (or in part, if Telefonica del Peru would be obligated to pay Excess Tax Amounts aggregating at least $1,000,000 per annum) at the Redemption Price in respect of the principal amount of Certificates so redeemed. Any partial redemption shall be made pro rata among all Certificates.
(b) Upon receipt of the Redemption Price, the Trustee shall, at Telefonica del Peru's expense, execute such documents and take such other steps as Telefonica del Peru may reasonably request to convey back promptly to or at the direction of Telefonica del Peru the Certificates subject to any redemption of the Certificates in whole made pursuant to Section 11.02(a) hereof.
Optional Redemption for Tax Reasons. (a) The relevant Issuer may redeem any series of Securities 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 Redemption Date, 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.
