Common use of Optional Redemption of Notes Clause in Contracts

Optional Redemption of Notes. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 8 contracts

Samples: Eleventh Supplemental Indenture (Extra Space Storage Inc.), Eighth Supplemental Indenture (Extra Space Storage Inc.), Ninth Supplemental Indenture (Extra Space Storage Inc.)

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Optional Redemption of Notes. (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 8 contracts

Samples: Supplemental Indenture, Supplemental Indenture, Supplemental Indenture (Healthcare Realty Holdings, L.P.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100( % or of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 7 contracts

Samples: Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP), Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to on the Redemption Date (assuming principal amount of the Notes to be redeemed that would be due if such Notes to be redeemed matured on the Par Call Date but for redemption thereof on such Redemption Date (not including any portion of such payments of interest accrued as of such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 twenty (20) basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.20% or twenty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to, but excluding, such Redemption Date; provided, however, that if such Redemption Date falls after the Record Date immediately preceding an interest payment date and on or prior to such interest payment date, the Issuer will pay the full amount of such accrued and unpaid interest and premium, if any, on such interest payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 3 contracts

Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 3 contracts

Samples: Sixth Supplemental Indenture (Extra Space Storage Inc.), Sixth Supplemental Indenture (Extra Space Storage LP), Fourth Supplemental Indenture (Extra Space Storage Inc.)

Optional Redemption of Notes. (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on the Maturity Date, discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 3 contracts

Samples: Supplemental Indenture, Supplemental Indenture (Healthcare Realty Holdings, L.P.), Supplemental Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior to the Par Call (i) If on any Payment Date, before giving effect to any distributions to be made on such date, the Company may redeem aggregate outstanding principal amount of the Notes Collateral Obligations would be less than 10% of the Initial Principal Amount of the Collateral Obligations, the Swap Counterparty may, at its option, in whole or in partby delivering a written notice to the Indenture Trustee (with a copy to the Issuer), purchase all of the Term Assets and Eligible Investments at a redemption an aggregate purchase price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the outstanding principal amount of the Notes being redeemed plus and Certificates and any accrued and unpaid interest thereon and direct the redemption of all of the Outstanding Notes at their Redemption Price. If the Swap Counterparty so delivers such a written notice to the Indenture Trustee, the Indenture Trustee shall deliver a notice of redemption to each Noteholder (a "Redemption Notice"), with a copy to the Issuer, in the manner provided in Section 10.2(b) of the Standard Terms; provided that the Redemption Date for such redemption shall be the first Payment Date which is at least 15 days after the date of the Indenture Trustee's delivery of such Redemption Notice. (ii) If a Redemption Notice is delivered by the Indenture Trustee as provided herein, the Indenture Trustee shall, by no later than the 10th day before the Redemption Date, notify the Swap Counterparty and sell, in accordance with the Sale Procedures, all of the Eligible Investments and Collateral Obligations then held by the Issuer, for settlement on the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on Any Sale Proceeds realized from such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price sale shall be conclusive and binding deposited into the Collection Account for all purposes, absent manifest errordistribution as provided herein.

Appears in 3 contracts

Samples: Series Trust Indenture (Structured Products Corp), Series Trust Indenture (Structured Products Corp), Series Trust Indenture (Structured Products Corp)

Optional Redemption of Notes. Prior At any time and from time to time prior to the Par Call Maturity Date, either the Company may redeem or the Notes Guarantor may, at its option, redeem the Notes of this series in whole or in partpart at any time and from time to time as provided in the Indenture. In the event of redemption of this Note in part only, at a new Note or Notes of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof; provided that the principal amount of any such Note remaining Outstanding after a redemption price (expressed as a percentage in part shall be $2,000 or any integral multiple of principal amount $1,000 in excess thereof. On the Redemption Date, the Notes to be redeemed will become due and rounded payable and, unless both the Company and the Guarantor default in their respective obligations with respect to three decimal places) (payment of the Redemption Price”) equal , from and after the Redemption Date, interest will cease to accrue on the greater of (i) (a) Notes or portions thereof called for redemption. In the sum of event the present values of Redemption Date for any Note falls on a day that is not a Business Day, then the remaining scheduled related payments of principal and interest thereon discounted to may be made on the next succeeding date that is a Business Day (and no additional interest will accumulate on the amount payable for the period from and after the Redemption Date (assuming for such Note unless both the Notes matured on Company and the Par Call Guarantor default in the payment of such interest). On or prior to any Redemption Date) on , the Company or the Guarantor is required to deposit with a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued Paying Agent funds sufficient to but excluding pay the Redemption Date; Price of and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon on the Notes to the be redeemed on such Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, If the Company may redeem or the Guarantor is redeeming less than all the Notes, the Trustee must select the Notes to be redeemed by such method as the Trustee in whole or in partits sole discretion deems fair and appropriate, at any time or from time subject to time, at a Redemption Price equal to 100% the procedures of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorDepositary.

Appears in 3 contracts

Samples: Senior Indenture (Third Point Reinsurance Ltd.), First Supplemental Indenture (Third Point Reinsurance Ltd.), Global Security Agreement (Third Point Reinsurance Ltd.)

Optional Redemption of Notes. Prior (a) MAALP shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of of: (i) 100% of the principal amount of the Notes to be redeemed; and (aii) the sum of the present values of the remaining scheduled payments of principal of and interest thereon on the Notes to be redeemed (exclusive of interest accrued to the applicable Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less points, plus, in the case of both clauses (bi) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either caseabove, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the to, but not including, such Redemption Date. Notwithstanding the foregoing, if the Redemption installments of interest on Notes that are due and payable on an Interest Payment Date falls after a Record Date and falling on or prior to a Redemption Date for the corresponding Interest Payment Date, the Company Notes will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date be payable to the Holder Persons who were the Holders of record such Notes registered as such at the close of business on the corresponding relevant Record Date Dates according to their terms and the provisions of this Indenture. (instead of the Holder surrendering its Notes for redemption). The Company b) MAALP shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by MAALP in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 2 contracts

Samples: Indenture (Mid-America Apartments, L.P.), Indenture (Mid-America Apartments, L.P.)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.25%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: Fifth Supplemental Indenture (Invitation Homes Inc.), Fourth Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.25%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but not including, the Redemption Date. The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Istar Inc.), Second Supplemental Indenture (Safehold Inc.)

Optional Redemption of Notes. Prior Subject to the Par Call DateSection 6.7 hereof, the Company may redeem the Notes at its optionshall, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) at the sum request of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less Lessee or (b) interest accrued to but excluding upon the Redemption Date; and (iioccurrence of an event of termination as described in Section 20(a)(i) 100% of the principal amount of Lease Agreement, redeem or shall cause the Notes; plus, in either case, accrued and unpaid interest thereon Registrar to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the entire principal amount of the Notes being redeemed plus accrued and unpaid interest thereon outstanding, or, with respect to a redemption pursuant to the Redemption Date. Notwithstanding foregoing clause (a) only, any portion thereof equal to or greater than the foregoing, if the Redemption Date falls after a Record Date and on greater of $1,000,000 or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead 5% of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the aggregate principal amount of the Notes has been acceleratedthen outstanding (the "Called Principal") at a price equal to the sum of (i) the Called Principal, (ii) interest accrued on the Called Principal through the Redemption Date (as defined below) and (iii) the Yield-Maintenance Premium, if any. Upon any partial redemption of the Notes, each Noteholder shall, if so requested by the Company or the Registrar, surrender to the Registrar all Notes held by such acceleration has Noteholder in exchange for a new Note or Notes in an aggregate principal amount equal to the outstanding principal amount of the surrendered Note or Notes, less the amount of such partial redemption. Notice of Redemption. Notice of each redemption of Notes pursuant to Section 6.1 or 6.2 hereof shall be given by the Company not been rescinded or cured less than 30 nor more than 60 days before the redemption date (the "Redemption Date") by mailing to each Noteholder an irrevocable notice of intention to redeem specifying the date of redemption, identifying the event of termination under the Lease Agreement giving rise to such redemption (in the case of redemption pursuant to Section 6.1), stating the aggregate principal amount of Notes to be redeemed on or such date and the principal amount of Notes to be redeemed on such date held by the Noteholder to whom such notice is sent and accrued interest applicable to such redemption and a calculation showing in reasonable detail the Yield-Maintenance Premium payable upon such redemption. If any Noteholder disagrees with the Company's calculation of the Yield-Maintenance Premium set forth in such notice, it shall so notify the Company not less than 15 days after its receipt of such notice. Absent manifest error, the Noteholder's calculation of the Yield-Maintenance Premium shall be final and binding upon the parties. In the case of a redemption pursuant to Section 6.2 hereof, a written calculation of the redemption price shall be sent to the holders of Notes to be redeemed not later than 12:00 noon, New York City time, on the Business Day prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorDate.

Appears in 2 contracts

Samples: Note Agreement (Entergy Louisiana Inc), Note Agreement (Entergy Louisiana Inc)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.20%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but not including, the Redemption Date. The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: First Supplemental Indenture (Istar Inc.), First Supplemental Indenture (Safehold Inc.)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice as provided in the Indenture, on any date prior to maturity (the "Redemption Date") at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, thereof plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest thereon due on any interest payment date that is on or prior to the Redemption Date. Notwithstanding the foregoing) plus a Make-Whole Premium, if any (the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at "Redemption Price"). In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 45 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by Credit Suisse First Boston Corporation (or its successor) or, absent manifest errorif such firm is unwilling or unable to make such calculation, by an independent investment banking institution of national standing appointed by the Trustee (in any such case, an "Independent Investment Banker").

Appears in 2 contracts

Samples: Third Supplemental Indenture (Pioneer Natural Resources Co), Third Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 15 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: Tenth Supplemental Indenture (Extra Space Storage Inc.), Tenth Supplemental Indenture (Extra Space Storage LP)

Optional Redemption of Notes. 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) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to to, but excluding excluding, the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: Thirteenth Supplemental Indenture (Extra Space Storage Inc.), Twelfth Supplemental Indenture (Extra Space Storage Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to on the Redemption Date (assuming principal amount of the Notes to be redeemed that would be due if such Notes to be redeemed matured on the Par Call Date but for redemption thereof on such Redemption Date (not including any portion of such payments of interest accrued as of such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 fifteen (15) basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.15% or fifteen one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to, but excluding, such Redemption Date; provided, however, that if such Redemption Date falls after the Record Date immediately preceding an interest payment date and on or prior to such interest payment date, the Issuer will pay the full amount of such accrued and unpaid interest and premium, if any, on such interest payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 2 contracts

Samples: Indenture (Essex Portfolio Lp), Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior to (a) On any day following the Par Call DatePayment Date on which the outstanding Principal Amount of the Notes equals 10% or less of the original Principal Amount of the Notes, the Company may redeem Administrator shall have the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage option to purchase all of principal the Underlying Residual Rights and the Maintenance and Operating Expenses. To exercise such option the Administrator shall deposit into the Collection Account an amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater sum of (i) (a) the sum Principal Amount of the present values of the remaining scheduled payments of principal and Notes, plus any unpaid interest thereon discounted to through the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting date of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; redemption, and (ii) 100% any unreimbursed Surety Bond Payments and Insured Payments, any amounts due and owing to the Note Insurer under the Insurance Agreement and the Financial Guaranty Agreement and all other accrued and unpaid expenses of the principal Trust. (b) The Note Paying Agent shall mail written notice to the Noteholders (with a copy to each Rating Agency and the Note Insurer) specifying (i) the date upon which the final payment with respect to the Notes shall be made upon presentation and surrender of the Notes at the office of the Note Paying Agent therein specified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payment being made only upon presentation and surrender of the Notes at the office of the Note Paying Agent therein specified. Upon the giving of such notice and the Administrator's making provision for payment of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after shall be deemed to be paid and any amounts in the Par Call Date, Collection Account and Reserve Account not required for the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount payment of the Notes being redeemed plus accrued and unpaid interest thereon shall be distributable (i) first to the Redemption Date. Notwithstanding the foregoingNote Insurer for any unreimbursed Surety Bond Payments and Insured Payments, if the Redemption Date falls after a Record Date and on or prior (ii) second, to the corresponding Interest Payment DateAdministrator, to the extent of any unreimbursed Optional Advances, and then (iii) third, to the Certificate Paying Agent for distribution to the Subordinated Certificateholders according to their respective Percentage Interests. The Note Paying Agent shall cause to be paid to Noteholders the final payment with respect to the Notes only upon presentation and surrender of the Notes. (c) If all the Noteholders shall not surrender their Notes for cancellation within six months after the date specified in the above-mentioned written notice, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date Note Paying Agent shall give a second written notice to the Holder remaining Noteholders (with a copy to each Rating Agency and the Note Insurer) to surrender their Notes for cancellation and receive the final payment with respect thereto. If within one year after the second notice all the Notes shall not have been surrendered for cancellation, the Note Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of record at their Notes, and the close of business on the corresponding Record Date (instead cost thereof shall be paid out of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant funds and other assets that remain subject to this Section 4.1 if on Agreement. Subject to applicable escheat laws, any date funds remaining in the principal amount Trust which are payable to Noteholders after the Note Paying Agent shall have taken such measures shall be distributed by the Note Paying Agent to the Certificate Paying Agent for distribution to the Subordinated Certificateholders (but only upon termination of this Agreement) and the Notes has been acceleratedNoteholders, and such acceleration has not been rescinded or cured on or prior by acceptance of their Notes, hereby waive any rights with respect to such date. The Company’s actions funds against the Trust, the Trustee, the Collateral Agent, the Note Paying Agent, the Note Insurer or the Certificate Paying Agent and determinations in determining shall look only to the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorSubordinated Certificateholders.

Appears in 2 contracts

Samples: Trust Agreement (Nelnet Student Loan Corp 1), Trust Agreement (Nelnet Inc)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.20%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but not including, the Redemption Date. The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Rexford Industrial Realty, Inc.), First Supplemental Indenture (Rexford Industrial Realty, Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionfor cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) at any time, if the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted Issuer determines it is necessary to the Redemption Date (assuming redeem the Notes matured on in order to preserve the Par Call Date) on Guarantor’s status as a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; real estate investment trust and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, on or after January 21, 2015, in each case upon the notice set forth in Section 3.02 at a redemption price (“Redemption Price Price”) equal to 100% of the principal amount of the Notes being to be redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed. In connection with any redemption by the Issuer pursuant to clause (i) in this Section 3.01(a). , the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Guarantor’s status as a real estate investment trust. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (BioMed Realty Trust Inc)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 37.5 basis points less (b0.375%), plus, in each case accrued and unpaid interest on the principal amount of such Notes to be redeemed (including Additional Interest, if applicable) interest accrued to but excluding the Redemption Date; provided, however, that if the Redemption Date falls after the Record Date immediately preceding an interest payment date and (ii) 100% of on or prior to such interest payment date, the principal Issuer will pay the full amount of the Notes; plus, in either case, such accrued and unpaid interest, if any (including Additional Interest, if applicable), on such interest thereon payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after 90 days prior to the Par Call Maturity Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to the Redemption Date. Notwithstanding the foregoingbe redeemed to, if but not including, the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date Redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior (a) The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 35 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.35% or thirty five-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company shall not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (Hudson Pacific Properties, L.P.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plusNotes to be redeemed plus unpaid interest, in either caseif any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 40 basis points (0.40% or forty one-hundredths of one percent), plus, in each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after 90 days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (BioMed Realty Trust Inc)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionfor cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) prior to April 5, 2012, if the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted Issuer determines it is necessary to the Redemption Date (assuming redeem the Notes matured on in order to preserve the Par Call Date) on Guarantor’s status as a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; real estate investment trust and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, on or after April 5, 2012, in each case upon the notice set forth in Section 3.02 at a redemption price (“Redemption Price Price”) equal to 100% of the principal amount of the Notes being to be redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, however that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed. In connection with any redemption by the Issuer pursuant to clause (i) in this Section 3.01(a). , the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Guarantor’s status as a real estate investment trust. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Extra Space Storage Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or thirty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after July 17, 2023, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (DCT Industrial Trust Inc.)

Optional Redemption of Notes. Prior to The Notes shall be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 10 and not more than 60 days’ notice, on any date prior to maturity (the “Redemption Date”), notwithstanding any contrary provisions in Section 3.03 of the Indenture. If the Notes are redeemed before May 15, 2030 (the “Par Call Date”), such Notes will be redeemed at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date) plus a Make-Whole Premium, if any (the “Redemption Price”) equal to ). In the greater of (i) (a) event that the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to Notes are so redeemed, the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points Price will never be less (b) interest accrued to but excluding the Redemption Date; and (ii) than 100% of the principal amount of the Notes; plus, in either case, Notes plus accrued and unpaid interest thereon interest, if any, to the Redemption Date. Notwithstanding the foregoing, if If the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the Notes being then outstanding to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on such the relevant record date to receive interest due on any Interest Payment Date that is on or prior to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemptionRedemption Date). The Company shall not redeem amount of the Notes pursuant Make-Whole Premium with respect to this Section 4.1 any Note (or portion thereof) to be redeemed before the Par Call Date will be equal to the excess, if any, of: (a) the sum of the present values of: (i) each interest payment that, but for such redemption, would have been payable on such Note (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any date accrued interest for the period prior to the Redemption Date), assuming such Note matured on the Par Call Date; and (ii) the principal amount that, but for such redemption, would have been payable at the final maturity of such Note (or portion thereof) being redeemed, assuming such Note matured on the Par Call Date; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable (calculated as if the Notes has been acceleratedmatured on the Par Call Date), and such acceleration has not been rescinded or cured on or prior but for the redemption, to such datethe Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 25 basis points. The present values of interest and principal payments referred to above and Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Third Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to on the Redemption Date (assuming principal amount of the Notes to be redeemed that would be due if such Notes to be redeemed matured on the Par Call Date but for redemption thereof on such Redemption Date (not including any portion of such payments of interest accrued as of such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 twenty-five (25) basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.25% or twenty-five one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to, but excluding, such Redemption Date; provided, however, that if such Redemption Date falls after the Record Date immediately preceding an interest payment date and on or prior to such interest payment date, the Issuer will pay the full amount of such accrued and unpaid interest and premium, if any, on such interest payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or thirty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after 90 days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America, Inc.)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.30%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b0.300%), plus, in each case accrued and unpaid interest on the principal amount of such Notes to be redeemed (including Additional Interest, if applicable) interest accrued to but excluding the Redemption Date; provided, however, that if the Redemption Date falls after the Record Date immediately preceding an interest payment date and (ii) 100% of on or prior to such interest payment date, the principal Issuer will pay the full amount of the Notes; plus, in either case, such accrued and unpaid interest, if any (including Additional Interest, if applicable), on such interest thereon payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after 90 days prior to the Par Call Maturity Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to the Redemption Date. Notwithstanding the foregoingbe redeemed to, if but not including, the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date Redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior The Notes of each series shall be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 10 and not more than 60 days’ notice, on any date prior to the applicable maturity (the “Redemption Date”), notwithstanding any contrary provisions in Section 3.03 of the Indenture. If the 2024 Notes are redeemed before January 15, 2022 (the “2024 Notes Par Call Date”), the 2026 Notes are redeemed before December 15, 2025 (the “2026 Notes Par Call Date”), or the 2031 Notes are redeemed before October 15, 2030 (the “2031 Notes Par Call Date” and, together with the 2024 Notes Par Call Date and the 2026 Notes Par Call Date, the Company may redeem the “Par Call Dates” and each, a “Par Call Date”), such Notes at its option, in whole or in part, will be redeemed at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date) plus the applicable Make-Whole Premium described below, if any (the “Redemption Price”). In the event that the Notes are so redeemed, the Redemption Price will never be less than 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the Redemption Date. If the 2024 Notes are redeemed on or after the 2024 Notes Par Call Date, the 2026 Notes are redeemed on or after the 2026 Notes Par Call Date or the 2031 Notes are redeemed on or after the 2031 Notes Par Call Date, such Notes will be redeemed at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date). The amount of the Make-Whole Premium with respect to any Note (or portion thereof) to be redeemed before the applicable Par Call Date will be equal to the greater of (i) excess, if any, of: (a) the sum of the present values of: (i) each interest payment that, but for such redemption, would have been payable on such Note (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Redemption Date), assuming such Note matured on the applicable Par Call Date; and (ii) the principal amount that, but for such redemption, would have been payable at the final maturity of such Note (or portion thereof) being redeemed, assuming such Note matured on the remaining scheduled applicable Par Call Date; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal and interest thereon discounted from the date that each such payment would have been payable (calculated as if the Notes being redeemed matured on the applicable Par Call Date), but for the redemption, to the Redemption Date at a discount rate equal to the applicable Treasury Yield (assuming the Notes matured on the Par Call Dateas defined below) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 10 basis points less (b) interest accrued to but excluding in the Redemption Date; and (ii) 100% case of the principal amount 2024 Notes, 10 basis points in the case of the Notes; plus, 2026 Notes and 20 basis points in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% case of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption)2031 Notes. The Company shall not redeem present values of interest and principal payments referred to above and Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Fourth Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 35 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.35% or thirty-five one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.20% or twenty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.200%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b0.200% or twenty one-hundredths of one percent), plus, in each case accrued and unpaid interest on the principal amount of such Notes to be redeemed (including Additional Interest, if applicable) interest accrued to but excluding the Redemption Date; provided, however, that if the Redemption Date falls after the Record Date immediately preceding an interest payment date and (ii) 100% of on or prior to such interest payment date, the principal Issuer will pay the full amount of the Notes; plus, in either case, such accrued and unpaid interest, if any (including Additional Interest, if applicable), on such interest thereon payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call DateFebruary 1, 2024, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior to the Par Call Date, the The Company may redeem on any one or more occasions some or all of the Notes at its option, in whole or in part, at of a Series before they mature. The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date1) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal an amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes of such Series being redeemed plus accrued and unpaid interest thereon up to, but not including, the Redemption Date and (2) a Make-Whole Premium; provided that, the Company will not redeem the Notes of a Series on any date if the principal amount of the Notes of such Series has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to the Redemption DateNotes of such Series to be redeemed). Notwithstanding the foregoing, if the 2023 Notes are redeemed on or after January 1, 2023 or if the 2027 Notes are redeemed on or after May 15, 2027, the Redemption Price will not include a Make-Whole Premium; provided further that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, ) and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive not include accrued and binding for all purposesunpaid interest up to, absent manifest errorbut not including, the Redemption Date.

Appears in 1 contract

Samples: Supplemental Indenture (Digital Realty Trust, L.P.)

Optional Redemption of Notes. Prior (a) The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or thirty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company shall not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (Hudson Pacific Properties, L.P.)

Optional Redemption of Notes. Prior to The Notes shall be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 10 and not more than 60 days’ notice, on any date prior to maturity (the “Redemption Date”), notwithstanding any contrary provisions in Section 3.03 of the Indenture, at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any Interest Payment Date that is on or prior to the Redemption Date) plus a Make-Whole Premium described below, if any (the “Redemption Price”). In the event that the Notes are so redeemed, the Redemption Price will never be less than 100% of the principal amount of such Notes plus accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any Note (or portion thereof) to be redeemed will be equal to the greater of (i) excess, if any, of: (a) the sum of the present values of: (i) each interest payment that, but for such redemption, would have been payable on such Note (or portion thereof) being redeemed on each Interest Payment Date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the final maturity of such Note (or portion thereof) being redeemed; over (b) the remaining scheduled principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal and interest thereon discounted from the date that each such payment would have been payable, but for the redemption, to the Redemption Date (assuming the Notes matured on the Par Call Date) on at a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at discount rate equal to the Treasury Rate Yield (as defined below) plus 25 10 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption)points. The Company shall not redeem present values of interest and principal payments referred to above and Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior The Notes shall be redeemable at any time, at the option of the Company, in whole or from time to time in part, upon not less than 20 and not more than 60 days’ notice, as provided in the Indenture, on any date prior to maturity (the “Redemption Date”). If the 2021 Notes are redeemed before December 15, 2020 (the “2021 Notes Par Call Date”) or the 2026 Notes are redeemed before October 15, 2025 (the “2026 Notes Par Call Date” and, together with the 2021 Notes Par Call Date, the Company may redeem the “Par Call Dates” and each a “Par Call Date”), such Notes at its option, in whole or in part, will be redeemed at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any interest payment date that is on or prior to the Redemption Date) plus a Make-Whole Premium, if any (the “Redemption Price”) equal to ). In the greater of (i) (a) event that the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to Notes are so redeemed, the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points Price will never be less (b) interest accrued to but excluding the Redemption Date; and (ii) than 100% of the principal amount of the Notes; plus, in either case, Notes plus accrued and unpaid interest thereon interest, if any, to the Redemption Date. Notwithstanding If the foregoing, if the 2021 Notes are redeemed on or after the 2021 Notes Par Call Date or the 2026 Notes are redeemed on or after the 2026 Notes Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, such Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the Notes being then outstanding to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder Redemption Date (subject to the right of Holders of record at the close of business on the corresponding Record Date (instead of relevant record date to receive interest due on any interest payment date that is on or prior to the Holder surrendering its Notes for redemptionRedemption Date). The Company shall not redeem amount of the Make-Whole Premium with respect to any of the Notes pursuant (or portion thereof) to this Section 4.1 be redeemed before the applicable Par Call Date will be equal to the excess, if any, of: (a) the sum of the present values, calculated as if the Notes matured on the applicable Par Call Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any date accrued interest for the period prior to the Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the final maturity of such Note (or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the amount of each payment of interest or principal from the date that each such payment would have been payable (calculated as if the Notes has been acceleratedmatured on the applicable Par Call Date), but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 30 basis points in the case of the 2021 Notes and the Treasury Yield plus 35 basis points in the case of the 2026 Notes. The present values of interest and principal payments referred to above and Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 20 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran “Independent Investment Banker”).

Appears in 1 contract

Samples: Second Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior (a) The Company will have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming the be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 35 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.35% or 35 one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date and such amount of interest will not be included in the redemption price (instead including the present value referred to above). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the Holder surrendering its principal amount of the Notes for redemption)being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the redemption date falls after a record date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the holder of record at the close of business on the corresponding record date and such amount of interest will not be included in the redemption price. The Trustee shall have no duty to calculate or verify the calculations of the Adjusted Treasury Rate or the Comparable Treasury Price. (b) The Company shall will not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (STORE CAPITAL Corp)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 35 basis points less (b0.350% or thirty five one-hundredths of one percent), plus, in each case accrued and unpaid interest on the principal amount of such Notes to be redeemed (including Additional Interest, if applicable) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plusprovided, in either casehowever, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a the Record Date immediately preceding an interest payment date and on or prior to the corresponding Interest Payment Datesuch interest payment date, the Company Issuer will pay the full amount of such accrued and unpaid interest, if anyany (including Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after 90 days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Property Trust Inc)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes of any series at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage with respect to the Notes of principal amount and rounded the applicable series to three decimal places) be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the principal amount of the Notes to be redeemed that would be due if such Notes to be redeemed matured on the applicable Par Call Date but for redemption thereof on such Redemption Date (assuming the Notes matured on the Par Call not including any portion of such payments of interest accrued as of such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 twenty (20) basis points less (b0.20% or twenty one-hundredths of one percent) interest accrued to but excluding in the Redemption Date; and (ii) 100% case of the principal amount 2031 Notes, or plus twenty-five (25) basis points (0.25% or twenty-five one-hundredths of one percent) in the case of the 2050 Notes; , plus, in either each case, accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to, but excluding, such Redemption Date; provided, however, that if such Redemption Date falls after the Record Date immediately preceding an interest payment date and on or prior to such interest payment date, the Issuer will pay the full amount of such accrued and unpaid interest and premium, if any, on such interest payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes of such series for redemption). Notwithstanding the foregoing, if the Notes of any series are redeemed on or after the applicable Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes of such series being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes of any series pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes of such series has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes of such series to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior Solely for the purposes of the Notes, Article Eleven of the Original Indenture shall be deleted and shall be replaced in the entirety by this Article 3. The Company shall have the right to redeem the Par Call DateNotes on the terms set forth in this Section 3.01 in order to preserve the status of any of its Subsidiaries as a REIT. If, at any time, the Company may determines it is necessary to redeem the Notes at in order to preserve the status of any of its optionSubsidiaries as a REIT, the Company may, upon the notice set forth in Section 3.02, redeem the Notes for cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being to be redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding Date (the foregoing, if “Redemption Price”) unless the Redemption Date falls after a Regular Record Date and but on or prior to the corresponding immediately succeeding Interest Payment Date, in which case the Company will shall instead pay the full amount of accrued and unpaid interest, if any, interest on such Interest Payment Date any Notes to be redeemed to the Holder of record at such Notes as of the close of business on the corresponding such Regular Record Date (instead and the Redemption Price shall be 100% of the Holder surrendering its principal amount of Notes for to be redeemed; provided that, in connection with any such redemption). The , the Company shall not provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the status of one or more of the Company’s Subsidiaries as a REIT. The foregoing redemption right shall terminate if the restrictions on ownership and transfer of the Common Shares set forth in Article 3 (or any successor provisions) of the Operating Agreement shall terminate or if the Board of Directors shall revoke or otherwise terminate all elections by all of the Company’s REIT Subsidiaries to qualify as a REIT pursuant to 856(g) (or any successor thereto) of the Code or if the Company shall no longer own a REIT Subsidiary. Other than as set forth in this Section 4.1 3.01, the Notes shall not be subject to redemption at the option of the Company prior the Stated Maturity thereof. No Notes may be redeemed if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured rescinded, on or prior to such datethe Redemption Date. The Company’s actions and determinations in determining the Redemption Price shall Date must be conclusive and binding for all purposes, absent manifest errora Business Day.

Appears in 1 contract

Samples: First Supplemental Indenture (KKR Financial Holdings LLC)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 15 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but not including, the Redemption Date. The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: First Supplemental Indenture (Extra Space Storage Inc.)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionfor cash, in whole or in part, if the Issuer determines it is necessary to redeem the Notes in order to preserve the Guarantor’s status as a real estate investment trust, upon the notice set forth in Section 3.02 at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being to be redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, however that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed. In connection with any redemption by the Issuer pursuant to clause (i) in this Section 3.01(a). , the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Trustees has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Guarantor’s status as a real estate investment trust. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Pennsylvania Real Estate Investment Trust)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice as provided in the Indenture, on any date prior to maturity (the "Redemption Date") at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, thereof plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest thereon due on any interest payment date that is on or prior to the Redemption Date. Notwithstanding the foregoing) plus a Make-Whole Premium, if any (the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at "Redemption Price"). In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 45 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran "Independent Investment Banker").

Appears in 1 contract

Samples: Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior (a) The Company will have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming the be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or thirty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date and such amount of interest will not be included in the redemption price (instead including the present value referred to above). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the Holder surrendering its principal amount of the Notes for redemption)being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the redemption date falls after a record date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the holder of record at the close of business on the corresponding record date and such amount of interest will not be included in the redemption price. The Trustee shall have no duty to calculate or verify the calculations of the Adjusted Treasury Rate or the Comparable Treasury Price. (b) The Company shall will not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (STORE CAPITAL Corp)

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Optional Redemption of Notes. Prior (a) The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or thirty-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company shall not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (Hudson Pacific Properties, L.P.)

Optional Redemption of Notes. Prior (a) Other than pursuant to Section 4.01(b), the Par Call Company may not voluntarily redeem any portion of the Notes from the Closing Date through September 26, 2005. At its option from and after September 26, 2005 through the Maturity Date, upon notice as provided in Section 4.01(c), the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time time, or from time to time, all or any part of the Notes at a Redemption Price equal to 100% the redemption price (expressed as percentages of the principal amount of Notes outstanding) set forth below (the Notes being redeemed "Redemption Premium") plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interestthereon, if any, on such Interest Payment Date to the Holder applicable redemption date: Optional Redemption Price as a Percentage of record at Period the close of business on Principal Amount ----------------------------------------- -------------------------------------------- From and after September 26, 2003 through Not Redeemable September 26, 2005 From September 27, 2005 through 101.5% the corresponding Record Date Maturity Date (instead b) Any time subsequent to the Closing, in the event that the Company completes a Qualified Public Equity Offering, the Company may redeem up to 20% of the Holder surrendering its then outstanding Notes for redemption)at 101.5% of the principal face amount of such Notes plus accrued and unpaid interest thereon, if any, to the applicable redemption date. Such redemption shall be made pro rata across all tranches of Notes issued hereunder. (c) The Company shall not redeem the Notes pursuant to will give each holder of a Note written notice of each optional redemption under this Section 4.1 if on any 4.01 not less than 30 days and not more than 60 days prior to the date fixed for such redemption, in each case specifying such date, the aggregate principal amount of the Notes has been acceleratedto be redeemed, and the principal amount of each Note held by such acceleration has not been rescinded or cured on or prior holder to such datebe redeemed. The Company’s actions and determinations in determining the Redemption Price Such notice shall be conclusive accompanied by an officer's certificate certifying that the conditions of this Section 4.01 have been fulfilled and binding for all purposesspecifying the particulars of such fulfillment. (d) Notwithstanding anything to the contrary contained herein, absent manifest errorthe Company may not redeem any portion of the Notes under Sections 4.01(a) or (b) if a Default or Event of Default shall be continuing.

Appears in 1 contract

Samples: Purchase Agreement (Celerity Group Inc)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 15 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.15%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Second Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 15 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.15%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: First Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice as provided in the Indenture, on any date prior to maturity (the "Redemption Date") at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, thereof plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest thereon due on any interest payment date that is on or prior to the Redemption Date. Notwithstanding the foregoing) plus a Make-Whole Premium, if any (the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at "Redemption Price"). In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 30 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran "Independent Investment Banker").

Appears in 1 contract

Samples: Seventh Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming the be redeemed that would be due if such Notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.20%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but not including, the Redemption Date. The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured annulled on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: First Supplemental Indenture (Phillips Edison Grocery Center Operating Partnership I, L.P.)

Optional Redemption of Notes. The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem If the Notes pursuant are redeemed on or after the Par Call Date, the Redemption Price will be equal to this Section 4.1 if on any date 100% of the principal amount of the Notes has been acceleratedbeing redeemed plus unpaid interest, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining if any, accrued thereon to, but excluding, the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorDate.

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b0.250%), plus, in each case accrued and unpaid interest on the principal amount of such Notes to be redeemed (including Additional Interest, if applicable) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plusprovided, in either casehowever, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a the Record Date immediately preceding an interest payment date and on or prior to the corresponding Interest Payment Datesuch interest payment date, the Company Issuer will pay the full amount of such accrued and unpaid interest, if anyany (including Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding such Record Date (instead of the Holder surrendering its Notes for redemption). . (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior (a) The Company will have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming the be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 30 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.30% or 30 one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date and such amount of interest will not be included in the redemption price (instead including the present value referred to above). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the Holder surrendering its principal amount of the Notes for redemption)being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the redemption date falls after a record date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the holder of record at the close of business on the corresponding record date and such amount of interest will not be included in the redemption price. The Trustee shall have no duty to calculate or verify the calculations of the Adjusted Treasury Rate or the Comparable Treasury Price. (b) The Company shall will not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (STORE CAPITAL Corp)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon on the principal amount of the Notes to be redeemed (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) 0.●% or ● one-hundredths of one percent), plus, in each case accrued and unpaid interest accrued on the principal amount of such Notes to but excluding be redeemed to the Redemption Date; provided, however, that if the Redemption Date falls after the Record Date immediately preceding an interest payment date and (ii) 100% of on or prior to such interest payment date, the principal Issuer will pay the full amount of the Notes; plus, in either case, such accrued and unpaid interest, if any, on such interest thereon payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date·, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “"Redemption Price") will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 35 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.35% or thirty-five one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the applicable Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after March 15, 2023, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (a) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Lexington Realty Trust)

Optional Redemption of Notes. Prior (a) The Company will have the right to redeem the Notes at its option and in its sole discretion at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted on the Notes to the Redemption Date (assuming the be redeemed that would be due if such Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.200% or twenty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date and such amount of interest will not be included in the redemption price (instead including the present value referred to above). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the Holder surrendering its principal amount of the Notes for redemption)being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date; provided, however, that if the redemption date falls after a record date and on or prior to the corresponding interest payment date, the Company will pay the full amount of accrued and unpaid interest, if any, on such interest payment date to the holder of record at the close of business on the corresponding record date and such amount of interest will not be included in the redemption price. The Trustee shall have no duty to calculate or verify the calculations of the Adjusted Treasury Rate or the Comparable Treasury Price. (b) The Company shall will not redeem the Notes pursuant to this Section 4.1 if 4.1(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price shall with respect to the Notes to be conclusive redeemed). (c) Any redemption and binding for all purposesnotice of redemption may, absent manifest errorat the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.

Appears in 1 contract

Samples: Supplemental Indenture (STORE CAPITAL Corp)

Optional Redemption of Notes. Prior to the Par Call Date, the The Company may redeem on any one or more occasions some or all of the Notes at its option, in whole or in part, at a before they mature. The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date1) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal an amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon interest, if any, up to, but not including, the Redemption Date and (2) a Make-Whole Premium; provided that, the Company will not redeem the Notes on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration resulting from a default by the Company in the payment of the Redemption Price with respect to the Redemption DateNotes to be redeemed). Notwithstanding the foregoing, if the 2020 Notes are redeemed on or after September 1, 2020 or if the 2025 Notes are redeemed on or after July 1, 2025, the Redemption Price will not include a Make-Whole Premium; provided further that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company will pay the full amount of accrued and unpaid interestinterest and premium, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company , subject to Applicable Procedures, and the Redemption Price shall not include accrued and unpaid interest up to, but not including, the Redemption Date. If a series of Notes is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the series of Notes pursuant to this Section 4.1 if on any date the terms of such Notes, it shall notify the Trustee in writing of the Redemption Date and the principal amount of the series of Notes has been accelerated, and such acceleration has to be redeemed. The Company shall give written notice not been rescinded or cured on or fewer than thirty five (35) calendar days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date (or such shorter notice as may be conclusive and binding for all purposes, absent manifest erroracceptable to the Trustee).

Appears in 1 contract

Samples: Indenture (Digital Realty Trust, L.P.)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice as provided in the Indenture, on any date prior to maturity (the "Redemption Date") at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, thereof plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest thereon due on any interest payment date that is on or prior to the Redemption Date. Notwithstanding the foregoing) plus a Make-Whole Premium, if any (the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at "Redemption Price"). In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 20 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 45 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran "Independent Investment Banker").

Appears in 1 contract

Samples: Fifth Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time in whole or from time to time in part prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming the Date) that would be due if such Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the Adjusted Treasury Rate plus 25 50 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (AFC Gamma, Inc.)

Optional Redemption of Notes. Prior (i) Subject to prior written notice pursuant to clause (a)(ii) below and the Par Call Dateapplicable portion of the payment of the Early Redemption Fee pursuant to clause (c) below, the Company may redeem Issuer shall have the Notes at its optionright to optionally redeem, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the outstanding principal amount of the NotesNotes at par on any Business Day (an “Early Redemption Date”); plusprovided that in addition to such redeemed principal amount and the Early Redemption Fee applicable to such redeemed principal amount, the Issuer shall also make payment in either case, full in cash on such Early Redemption Date the applicable portion of all accrued and but unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus (such aggregate amount of Early Redemption Fee, redeemed principal and accrued and unpaid interest thereon being herein referred to as the “Early Redemption Price”). (ii) A notice of optional redemption shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (New York City time) on a date at least three (3) (but not more than five (5)) Business Days prior to the proposed Early Redemption Date. Notwithstanding Each notice of optional redemption shall specify the foregoing, if the proposed Early Redemption Date falls after a Record Date (and on or prior to the corresponding Interest Payment Datemay be revocable), the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been acceleratedto be prepaid, the amount of accrued and unpaid interest that will be paid on the Early Redemption Date, and, in reasonable detail, a calculation of the Early Redemption Fee payable on such acceleration has not been rescinded or cured on or prior to Early Redemption Date in connection with such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorproposed redemption.

Appears in 1 contract

Samples: Notes Purchase Agreement and Guaranty (MeiraGTx Holdings PLC)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.25% or twenty five one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion at any time or from time to time prior to the Maturity Date, in whole or in part, at a . The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 1000.20% or twenty one-hundredths of the principal amount of the Notes; one percent), plus, in either each case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after 60 days prior to the Maturity Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Healthcare Trust of America Holdings, LP)

Optional Redemption of Notes. Prior The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionon the terms set forth in this Section 3.01 in order to preserve the status of the Guarantor or any of the Issuer’s other REIT Subsidiaries, if any, as a REIT. If the Issuer determines it is necessary to redeem the Notes in order to preserve the status of the Guarantor or any of the Issuer’s other REIT Subsidiaries, if any, as a REIT, the Issuer may, upon the notice set forth in Section 3.02, redeem the Notes for cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date accrued thereon to the Holder Redemption Date; provided that, in connection with any such redemption, the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of record at Directors has, in good faith, made the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not determination that it is necessary to redeem the Notes in order to preserve the status of the Guarantor or any of the Issuer’s other REIT Subsidiaries, if any, as a REIT. The foregoing redemption right shall terminate if the restrictions on ownership and transfer of the Common Shares set forth in Article 3 (or any successor provisions) of the Operating Agreement shall terminate or if the Board of Directors of the Issuer shall revoke or otherwise terminate the election by the Guarantor and all of the Issuer’s other REIT Subsidiaries, if any, to qualify as a REIT pursuant to 856(a) (or any successor thereto) of the Code or if the Issuer shall no longer own the Guarantor or any other REIT Subsidiary. Other than as set forth in this Section 4.1 if on any date 3.01, the principal amount Notes shall not be subject to redemption at the option of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or Issuer prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorStated Maturity thereof.

Appears in 1 contract

Samples: Indenture (KKR Financial Holdings LLC)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionfor cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) at any time, if the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted Issuer determines it is necessary to the Redemption Date (assuming redeem the Notes matured on in order to preserve the Par Call Date) on Guarantor’s status as a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; real estate investment trust and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, on or after October 6, 2011, in each case upon the notice set forth in Section 3.02 at a redemption price (“Redemption Price Price”) equal to 100% of the principal amount of the Notes being to be redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Dateinterest payment date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date interest payment date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption) and the Redemption Price shall be equal to 100% of the principal amount of the Notes to be redeemed. In connection with any redemption by the Issuer pursuant to clause (i) in this Section 3.01(a). , the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors has, in good faith, made the determination that it is necessary to redeem the Notes in order to preserve the Guarantor’s status as a real estate investment trust. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (BioMed Realty Trust Inc)

Optional Redemption of Notes. Prior (a) The Issuer shall have the right to the Par Call Date, the Company may redeem the Notes at its optionoption and in its sole discretion, at any time in whole or from time to time in part, for cash, at a redemption price (expressed as a percentage of principal amount and rounded with respect to three decimal places) the Notes to be redeemed on any Redemption Date (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of such Notes to be redeemed and (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to on the Redemption Date (assuming principal amount of the Notes to be redeemed that would be due if such Notes to be redeemed matured on the Par Call Date but for redemption thereof on such Redemption Date (not including any portion of such payments of interest accrued as of such Redemption Date) discounted to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 twenty-five (25) basis points less (b) 0.250% or twenty-five one-hundredths of one percent), plus, in each case accrued and unpaid interest accrued to but excluding the Redemption Date; and (ii) 100% of on the principal amount of such Notes to be redeemed to, but excluding, such Redemption Date; provided, however, that if such Redemption Date falls after the Notes; plusRecord Date immediately preceding an interest payment date and on or prior to such interest payment date, in either case, the Issuer will pay the full amount of such accrued and unpaid interest thereon and premium, if any, on such interest payment date to the Redemption DateHolder of record at the close of business on such Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon on the principal amount of such Notes to be redeemed to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date redemption. (instead of the Holder surrendering its Notes for redemption). b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Essex Portfolio Lp)

Optional Redemption of Notes. (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) (the “Redemption Price”) equal to the greater of of: (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (bii) interest accrued to but excluding the Redemption Date; and date of redemption, and (ii2) 100% of the principal amount of the Notes; Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on . (b) On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or and from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such dateRedemption Date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. (c) Notwithstanding the foregoing, installments of interest that are due and payable on any Interest Payment Date falling on or prior to a Redemption Date will be payable to the persons who were the registered Holders of the Notes (or one or more predecessor Notes) at the close of business on the relevant Record Dates according to their terms and the provisions of the Indenture.

Appears in 1 contract

Samples: Second Supplemental Indenture (Phillips Edison & Company, Inc.)

Optional Redemption of Notes. (a) The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time in whole or from time to time in part prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) will equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (aii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to (not including any portion of such payments of interest accrued as of the Redemption Date (assuming Date) that would be due if the Notes matured on the Par Call Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the applicable Adjusted Treasury Rate plus 25 50 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; points, plus, in either each case, accrued and unpaid interest thereon to to, but excluding, the Redemption Date. Notwithstanding the foregoing; provided, if the Notes are redeemed on or after the Par Call Datehowever, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company Issuer will pay the full amount of accrued and unpaid interest, if anyany (plus Additional Interest, if applicable), on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date. (b) The Company Issuer shall not redeem the Notes pursuant to this Section 4.1 if 3.01(a) hereof on any date if the principal amount of the Notes has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations date (except in determining the case of an acceleration resulting from a default by the Issuer in the payment of the Redemption Price shall with respect to the Notes to be conclusive and binding for all purposes, absent manifest errorredeemed).

Appears in 1 contract

Samples: Indenture (Innovative Industrial Properties Inc)

Optional Redemption of Notes. Prior The Issuer shall not have the right to redeem any Notes prior to January 15, 2011, except to preserve its status as a real estate investment trust. If the Par Call Date, the Company may Issuer determines it is necessary to redeem the Notes at in order to preserve its optionstatus as a real estate investment trust, the Issuer may, upon the notice set forth in Section 3.02, redeem the Notes for cash, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on accrued thereon to, but excluding, the Redemption Date; provided that, in connection with any such Interest Payment Date redemption, the Issuer shall provide the Trustee with an Officers’ Certificate evidencing that the Board of Directors has, in good faith, made the determination that it is necessary to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant in order to this preserve the Issuer’s status as a real estate investment trust. The Issuer shall have the right to redeem the Notes for cash, in whole or in part at any time or from time to time, on or after January 15, 2011 upon the notice set forth in Section 4.1 if on any date 3.02, at a redemption price equal to 100% of the principal amount of the Notes has been acceleratedto be redeemed plus unpaid interest, and such acceleration has not been rescinded or cured if any, accrued thereon to, but excluding, the Redemption Date. In connection with any redemption in accordance with the provisions of this Section 3.01, if an Interest Payment Date falls on or prior to such date. The Company’s actions and determinations in determining the Redemption Price Date, then the interest payable on such Interest Payment Date shall be conclusive and binding paid to the holders of record of the Notes on the applicable Record Date instead of the holders surrendering the Notes for all purposes, absent manifest errorredemption.

Appears in 1 contract

Samples: Indenture (United Dominion Realty Trust Inc)

Optional Redemption of Notes. Prior The Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) in cash calculated by the Company and equal to the greater of (i1) 100% of the principal amount of the Notes to be redeemed or (a2) the sum of the present values of the remaining scheduled payments of principal of and interest thereon discounted on the Notes to the Redemption Date (assuming be redeemed that would be due if the Notes matured on the Par Call Date (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 25 20 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; 0.20%), plus, in either each case, accrued and unpaid interest thereon to to, but not including, the Redemption Date; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). Notwithstanding the foregoing, the Company shall have the right to redeem the Notes at its option and in its sole discretion, at any time or from time to time, in whole or in part on or after the Par Call Date and, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price in cash will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued and unpaid interest thereon to to, but not including, the Redemption Date. Notwithstanding the foregoing; provided, however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.

Appears in 1 contract

Samples: Third Supplemental Indenture (Invitation Homes Inc.)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days’ notice, as provided in the Indenture, on any date prior to maturity (the “Redemption Date”). If the Notes are redeemed before the date that is three months prior to the Maturity Date, the Notes will be redeemed at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any interest payment date that is on or prior to the Redemption Date) plus a Make-Whole Premium, if any (the “Redemption Price”) equal to ). In the greater of (i) (a) event that the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to Notes are so redeemed, the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points Price will never be less (b) interest accrued to but excluding the Redemption Date; and (ii) than 100% of the principal amount of the Notes; plus, in either case, Notes plus accrued and unpaid interest thereon interest, if any, to the Redemption Date. Notwithstanding the foregoing, if If the Notes are redeemed on or after the Par Call date that is three months prior to the Maturity Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, Notes will be redeemed at a Redemption Price redemption price equal to 100% of the principal amount of the Notes being then outstanding to be redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, on such Interest Payment Date to the Holder Redemption Date (subject to the right of Holders of record at the close of business on the corresponding Record Date (instead of relevant record date to receive interest due on any interest payment date that is on or prior to the Holder surrendering its Notes for redemptionRedemption Date). The Company shall not redeem amount of the Make-Whole Premium with respect to any of the Notes pursuant (or portion thereof) to this Section 4.1 be redeemed before the date that is three months prior to the Maturity Date will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any date accrued interest for the period prior to the Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the final maturity of such Note (or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 37.5 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 30 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran “Independent Investment Banker”).

Appears in 1 contract

Samples: Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days' notice as provided in the Indenture, on any date prior to maturity (the "Redemption Date") at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, thereof plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest thereon due on any interest payment date that is on or prior to the Redemption Date. Notwithstanding the foregoing) plus a Make-Whole Premium, if any (the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at "Redemption Price"). In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 45 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by Credit Suisse First Boston Corporation (or its successor) or, absent manifest errorif such firm is unwilling or unable to make such calculation, by an independent investment banking institution of national standing appointed by the Trustee (in any such case, an "Independent Investment Banker").

Appears in 1 contract

Samples: Second Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior to The Notes will be redeemable at any time, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole or from time to time in part, upon not less than 30 and not more than 60 days’ notice as provided in the Indenture, on any date prior to maturity (the “Redemption Date”) at a redemption price (expressed as a percentage equal to 100% of the principal amount thereof plus accrued and rounded unpaid interest, if any, to three decimal placesthe Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on any interest payment date that is on or prior to the Redemption Date) plus a Make-Whole Premium, if any (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date). Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at In no event will a Redemption Price equal to ever be less than 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest, if any, to the Redemption Date. The amount of the Make-Whole Premium with respect to any of the Notes (or portion thereof) to be redeemed will be equal to the excess, if any, of: (a) the sum of the present values, calculated as of the Redemption Date, of: (i) each interest payment that, but for such redemption, would have been payable on such Interest Payment Note (or portion thereof) being redeemed on each interest payment date occurring after the Redemption Date (excluding any accrued interest for the period prior to the Holder of record Redemption Date); and (ii) the principal amount that, but for such redemption, would have been payable at the close final maturity of business on the corresponding Record Date such Note (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date or portion thereof) being redeemed; over (b) the principal amount of such Note (or portion thereof) being redeemed. The present values of interest and principal payments referred to in clause (a) above will be determined in accordance with generally accepted principles of financial analysis. Such present values will be calculated by discounting the Notes has amount of each payment of interest or principal from the date that each such payment would have been acceleratedpayable, and but for the redemption, to the Redemption Date at a discount rate equal to the Treasury Yield (as defined below) plus 50 basis points. The Make-Whole Premium will be calculated by an independent investment banking institution of national standing appointed by the Company; provided that if the Company fails to make such acceleration has not been rescinded or cured on or appointment at least 30 business days prior to such date. The Company’s actions and determinations in determining the Redemption Price shall Date, or if the institution so appointed is unwilling or unable to make such calculation, such calculation will be conclusive and binding for all purposesmade by an independent investment banking institution of national standing appointed by the Trustee (in any such case, absent manifest erroran “Independent Investment Banker”).

Appears in 1 contract

Samples: Second Supplemental Indenture (Pioneer Natural Resources Co)

Optional Redemption of Notes. Prior to the Par Call Date, (a) This Note is not optionally redeemable by the Company may redeem except as set forth in Section (5)(b) below. (b) This Note is redeemable, at the Notes at its optionoption of the Company, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or not in part, at any time or from time that the Company determines that it is necessary in order to timepreserve the Company’s status as a real estate investment trust under the Code, upon the mailing of a notice of redemption not fewer than 45 Scheduled Trading Days nor more than 60 Scheduled Trading Days before the Redemption Date to the holder, all as provided in the Indenture, for cash at a Redemption Price equal to 100% of the principal amount amount, together with accrued but unpaid interest (including Liquidated Damages, if any, and Additional Interest, if any) thereon, up to but not including the Redemption Date; provided that, if the Redemption Date is after 5:00 p.m., New York City time, on a Record Date and prior to 9:00 a.m., New York City time, on the related Interest Payment Date, accrued but unpaid interest (including Liquidated Damages, if any, and Additional Interest, if any) will be payable to the holder in whose name this Note is registered at 5:00 p.m., New York City time, on the relevant Record Date. (c) If the Paying Agent holds, in accordance with the Indenture, prior to 11:00 a.m., New York City time, on a Redemption Date, money sufficient to pay amounts owed with respect to Notes payable on that date, then immediately after such Redemption Date: (i) such Notes shall cease to be outstanding, (ii) interest (including Liquidated Damages, if any, and Additional Interest, if any) on such Notes shall cease to accrue, and (iii) such Notes shall cease to be entitled to any benefit or security under the Indenture, and the holders thereof shall have no right in respect of such Notes except the Notes being redeemed right to receive the Redemption Price, plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest(including Liquidated Damages, if any, on and Additional Interest, if any) up to but not including such Interest Payment Date to the Holder of record at the close of business on the corresponding Record Date Redemption Date. (instead d) There is no sinking fund provided for redemption of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded or cured on or prior to such date. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorNotes.

Appears in 1 contract

Samples: Indenture (Macerich Co)

Optional Redemption of Notes. Prior to (a) On any day following the Par Call DatePayment Date on which the outstanding Principal Amount of the Notes equals 10% or less of the original Principal Amount of the Notes, the Company may Trust shall have the option (which option will be exercised by the Administrator on behalf of the Trust) to redeem all of the Notes at its option, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “Redemption Price”) equal to the greater of (i) (a) the sum Principal Amount of the present values Notes, plus accrued interest to the redemption date. In order to exercise such optional redemption, the Trust must also pay, or provide for the payment of, any unreimbursed Surety Bond Payments and Insured Payments, any amounts due and owing to the Note Insurer under the Insurance Agreement and the Financial Guaranty Agreement and all other accrued and unpaid expenses of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less Trust. (b) interest accrued to but excluding the Redemption Date; and (ii) 100% of the principal amount of the Notes; plus, in either case, accrued and unpaid interest thereon The Note Paying Agent shall mail written notice to the Redemption Date. Notwithstanding the foregoingNoteholders, if the Notes are redeemed on or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time or from time to time, at a Redemption Price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the Redemption Date. Notwithstanding the foregoing, if the Redemption Date falls after a Record Date and on or prior to 30 days before any such optional redemption date (with a copy to each Rating Agency and the corresponding Interest Payment DateNote Insurer), specifying (i) the Company will pay date upon which the full amount of accrued and unpaid interest, if any, on such Interest Payment Date final payment with respect to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption). The Company shall not redeem the Notes pursuant to this Section 4.1 if on any date the principal amount be made upon presentation and surrender of the Notes has been acceleratedat the office of the Note Paying Agent therein specified, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payment being made only upon presentation and surrender of the Notes at the office of the Note Paying Agent therein specified. Upon the giving of such notice and the Administrator's making provision for payment of the Notes, the Notes shall be deemed to be paid and any amounts in the Collection Account and Reserve Account not required for the payment of the Notes shall be distributable (i) first to the Note Insurer for any unreimbursed Surety Bond Payments and Insured Payments, (ii) second, to the Administrator, to the extent of any unreimbursed Optional Advances, and then (iii) third, to the Certificate Paying Agent for distribution to the Subordinated Certificateholders according to their respective Percentage Interests. The Note Paying Agent shall cause to be paid to Noteholders the final payment with respect to the Notes only upon presentation and surrender of the Notes. (c) If all the Noteholders shall not surrender their Notes for cancellation within six months after the date specified in the above-mentioned written notice, the Note Paying Agent shall give a second written notice to the remaining Noteholders (with a copy to each Rating Agency and the Note Insurer) to surrender their Notes for cancellation and receive the final payment with respect thereto. If within one year after the second notice all the Notes shall not have been surrendered for cancellation, the Note Paying Agent may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Noteholders concerning surrender of their Notes, and the cost thereof shall be paid out of the funds and other assets that remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Trust which are payable to Noteholders after the Note Paying Agent shall have taken such acceleration has not been rescinded or cured on or prior measures shall be distributed by the Note Paying Agent to the Certificate Paying Agent for distribution to the Subordinated Certificateholders (but only upon termination of this Agreement) and the Noteholders, by acceptance of their Notes, hereby waive any rights with respect to such date. The Company’s actions funds against the Trust, the Trustee, the Collateral Agent, the Note Paying Agent, the Note Insurer or the Certificate Paying Agent and determinations in determining shall look only to the Redemption Price shall be conclusive and binding for all purposes, absent manifest errorSubordinated Certificateholders.

Appears in 1 contract

Samples: Trust Agreement (Nelnet Inc)

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