Optional Redemption of the Notes. (a) Prior to March 1, 2026, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent. (b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 % (c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. (d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding. (e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations. (f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part. (g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture. (h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form. (i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March 1At any time prior to May 15, 20262020, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 105.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after May 15, 2022, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the years indicated below: 2022 102.688 % 2023 101.792 % 2024 100.896 % 2025 and thereafter 100.000 %
(d) If an optional At any time prior to May 15, 2022, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation Any redemption pursuant to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less this Section 3.02 shall be redeemed in part.
(g) Notices made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Section 3.01 through Section 3.06 of the Base Indenture.
(hf) If any Note is to be redeemed in part only, the Any redemption or notice of redemption that relates redemption, may, at the Company’s discretion, be subject to that Note will state the portion one or more conditions precedent, including completion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical forman Equity Offering or other corporate transaction.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company prior to maturity.
(b) At any time prior to March 115, 20262024, the Company may redeem the 2029 Notes in whole at any time or in part from time to timepart, at its option, on at least 10 but not more than 60 days’ prior noticeupon notice pursuant to Section 3.05, at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes plus the Applicable 2029 Notes being redeemed Premium as of, and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed tointerest, but not includingif any, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %.
(c) Notwithstanding the foregoing, at At any time and from time to time prior to March 115, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the 2029 Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company, Company from any Equity Offering at a redemption price (expressed as a percentage equal to 103.625% of the principal amount thereof) of 103.750%such 2029 Notes, plus accrued and unpaid interest interest, if any, to, but excluding, the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60exceed 40% of the original aggregate principal amount of the 2029 Notes issued under the Indenture on the Issue Date (calculated after giving effect to any issuance of together with Additional 2029 Notes); provided that
(1) must remain outstanding after in each such redemption; provided, further, that such case the redemption shall occur within 120 takes place not later than 180 days after the date closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding 2029 Notes issued under the Indenture remains outstanding immediately thereafter (including Additional 2029 Notes but excluding 2029 Notes held by the Company or any of its Subsidiaries), unless all such 2029 Notes are redeemed substantially concurrently.
(d) At any time and from time to time on which or after March 15, 2024, the Company may redeem the 2029 Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 2029 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the year indicated below: 2024 101.813 % 2025 100.906 % 2026 and thereafter 100.000 %
(e) Notwithstanding the foregoing, in connection with any tender offer for the 2029 Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2029 Notes validly tender and the Company, or a third-party in lieu of the Company, purchases all of the 2029 Notes validly tendered and not withdrawn by such Equity Offering is consummated Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ notice mailed prior notice, given not more than 30 days following such purchase date, to redeem all 2029 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each holder of other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the Notes being redeemed and otherwise in accordance with the procedures set forth extent not included in the Indenturetender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(df) At any time prior to March 15, 2026, the Company may redeem the 2031 Notes in whole or in part, at its option, upon notice pursuant to Section 3.05, at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable 2031 Notes Premium as of, and accrued and unpaid interest, if any, to, but excluding, the redemption date.
(g) At any time and from time to time prior to March 15, 2024, the Company may redeem the 2031 Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 103.875% of the principal amount of such 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the 2031 Notes issued under the Indenture on the Issue Date (together with Additional 2031 Notes); provided that
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding 2031 Notes issued under the Indenture remains outstanding immediately thereafter (including Additional 2031 Notes but excluding 2031 Notes held by the Company or any of its Subsidiaries), unless all such 2031 Notes are redeemed substantially concurrently.
(h) At any time and from time to time on or after March 15, 2026, the Company may redeem the 2031 Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the 2031 Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on March 15 of the year indicated below: 2026 101.938 % 2027 101.292 % 2028 100.646 % 2029 and thereafter 100.000 %
(i) Notwithstanding the foregoing, in connection with any tender offer for the 2031 Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding 2031 Notes validly tender and the Company, or a third-party in lieu of the Company, purchases all of the 2031 Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all 2031 Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(j) If an the optional redemption date is on or after a Regular Record Date record date and on or before the related Interest Payment Datecorresponding interest payment date, any the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Person Holder in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, record date in accordance with the Depository’s customary proceduresapplicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in partby the Company.
(gk) Notices Any redemption pursuant to this Section 3.02 shall be made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 3 of the Base IndentureIndenture and Section 3.03 hereof.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior At any time prior to March 115, 20262018, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, at its optiona Redemption Price (as calculated by the Company) equal to 100% of the principal amount of such Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but excluding the Redemption Date, subject to the rights of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(e).
(b) Prior to March 15, 2018, the Company may, at a Redemption Price equal to 104.625% of the following redemption prices (expressed as a percentage aggregate principal amount of principal amount)the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excludingexcluding the Redemption Date, the date of redemption (subject to the right of holders Holders of record of such Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date pursuant to Section 4.03(e), redeem up to 35% of the principal amount of the Notes with the Net Cash Proceeds of one or more sales of its Capital Stock (other than Disqualified Stock); provided that at least 65% of the Original Notes remains outstanding after each such redemption and notice of any such redemption is mailed within 90 days of each such sale of Capital Stock. The Company shall calculate such redemption price in accordance with the foregoing.
(c) On and after March 15, 2018, the Company may redeem the Notes, in whole or in part at the prices (as calculated by the Company, and expressed as percentages of principal amount of such Notes to be redeemed) set forth below, plus accrued and unpaid interest payment datethereon, if any, to, but excluding the Redemption Date, subject to the right of Holders of record of such Notes on the Regular Record Date to receive interest due on the Interest Payment Date pursuant to Section 4.03(e), if redeemed during the 12twelve-month period commencing beginning on March 1 15 of each of the years set forth indicated below: Period Redemption Price 2026 101.875 2018 103.469 % 2027 101.250 2019 102.313 % 2028 100.625 2020 101.156 % 2029 2021 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: Third Supplemental Indenture (E TRADE FINANCIAL Corp)
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March At any time prior to January 1, 20262018, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 105.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after January 1, 2018, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on January 1 of the years indicated below: 2018 104.031 % 2019 102.688 % 2020 101.344 % 2021 and thereafter 100.000 %
(d) If an optional At any time prior to January 1, 2018, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation Any redemption pursuant to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less this Section 3.02 shall be redeemed in part.
(g) Notices made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Section 3.01 through Section 3.06 of the Base Indenture.
(hf) If any Note is to be redeemed in part only, the Any redemption or notice of redemption that relates redemption, may, at the Company’s discretion, be subject to that Note will state the portion one or more conditions precedent, including completion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical forman Equity Offering or other corporate transaction.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1, 2026, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater The provisions of (i) 100% Article XI of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted Indenture shall apply to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, as supplemented or amended by this Section 2.12. The Notes will be redeemable at its the Company’s option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoingin whole or in part, at any time and from time to time time, on or after July 26, 2023 (180 days from January 27, 2023) (or, if additional Notes are issued after January 27, 2023, beginning 180 days after the issue date of such additional Notes), and prior to March 1, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes First Par Call Date (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Companyas defined below), at a redemption price (expressed as a percentage of principal amount thereofand rounded to three decimal places) equal to the greater of:
(a) the sum of 103.750%the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus less (b) interest accrued on the Notes to the date of redemption; and • 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject date. On the First Par Call Date, the Notes will be redeemable at the Company’s option, in whole, but not in part, at a redemption price equal to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60100% of the original aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On and after October 29, 2033 (90 days prior to the Maturity Date), the Notes will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; providedbeing redeemed, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. If the Company redeems Notes at its option, then (a) notwithstanding the foregoing, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a redemption date for the Notes will be paid payable on that Interest Payment Date to the Person in whose name the Note is registered at Holders thereof as of the close of business on such Regular Record Date. In determining the relevant record date according to the terms of the Notes and the Indenture and (b) the redemption price and accrued interestwill, interest shall if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1February 15, 2026, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments redemption price of such Notes on the February 15, 2026 and all required payments of interest on such Notes being redeemed on the redemption datethrough February 15, 2026, discounted to the date of redemptionredemption (excluding interest accrued to the redemption date), on a semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 February 15 of the years set forth below: Period Redemption Price 2026 101.875 103.1250 % 2027 101.250 101.5625 % 2028 100.625 % 2029 and thereafter 100.000 100.0000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1February 15, 20242026, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750106.2500%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior At any time prior to March 1April 15, 20262020, the Company may redeem the Notes in whole at any time or in part from time to timeIssuer may, at its optionoption and on one or more occasions, on at least 10 but not more than 60 days’ prior noticeredeem all or a part of the Notes, upon notice as described in Section 3.03 of the Base Indenture, at a redemption price Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes being to be redeemed plus the Applicable Premium as of, and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed interest, if any, to, but not includingexcluding, the redemption date. Any notice of redemption may be Redemption Date, subject to one the rights of Holders of the Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date falling on or more conditions precedentprior to the Redemption Date.
(b) On or and after March 1April 15, 20262020, the Company may Issuer may, at its option and on any one or more occasions occasions, redeem all or a part of the Notes, at its optionin whole or in part, upon notice as described in Section 3.03 of the Base Indenture, at the following redemption prices Redemption Prices (expressed as a percentage percentages of principal amountamount of the Notes to be redeemed) set forth in this Section 2(b), plus accrued and unpaid interest thereon, if any, to, but excluding, the date of redemption (Redemption Date, subject to the right of holders Holders of record the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date falling on or prior to the Redemption Date, if redeemed during the 12twelve-month period commencing beginning on March 1 April 15 of each of the years set forth indicated below: Period Redemption Price 2026 101.875 2020 102.500 % 2027 2021 101.250 % 2028 100.625 % 2029 2022 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at At any time and from time to time prior to March 1April 15, 20242020, the Company may Issuer may, at its option, upon notice as described in Section 3.03 of the Base Indenture, on one or more occasions redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of including Additional Notes) issued under the Indenture at a Redemption Price (as calculated by the Issuer) equal to (i) 105.000% of the aggregate principal amount thereof (the “Equity Claw Redemption Amount”), with an amount equal to or less than the net cash proceeds of from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excludingexcluding the Redemption Date, the redemption date (subject to the right of holders Holders of record the Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date falling on or prior to the Redemption Date; provided, however, provided that (a) at least 6050% of the original sum of the aggregate principal amount of Initial Notes (and, for the avoidance of doubt, excluding any Additional Notes) remains outstanding immediately after the occurrence of each such redemption and (b) each such redemption occurs within 180 days of the date of closing of such Equity Offering.
(d) In connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes (calculated after giving effect to validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any issuance third party approved in writing by the Issuer making such tender offer in lieu of Additional Notes) must remain outstanding after each the Issuer, purchases all of the Notes validly tendered and not withdrawn by such redemption; providedHolders, further, that the Issuer or such redemption shall occur within 120 days after third party will have the date on which any such Equity Offering is consummated right upon not less than 10 nor more than 60 days’ notice mailed prior notice, given not more than 30 days following such purchase date, to redeem (with respect to the Issuer) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the price paid to each holder of the Notes being redeemed other Holder in such tender offer (which may be less than par and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on shall exclude any early tender premium or after a Regular Record Date any similar premium and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to any holder in such tender offer) plus, to the Person extent not included in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price tender offer payment, accrued and accrued unpaid interest, interest shall be calculated on if any, thereon, to, but excluding, the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption Redemption Date or purchase date, interest will cease subject to accrue on the Notes or portions right of Holders of the Notes called for redemption and those Notes will cease of record on the relevant Record Date to be outstandingreceive interest due on the relevant Interest Payment Date falling on or prior to the Redemption Date or purchase date.
(e) The Trustee shall have no obligation A notice of redemption need not set forth the exact Redemption Price but only the manner of calculation thereof. Any redemption pursuant to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less this Section 2 shall be redeemed in part.
(g) Notices made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Sections 3.01 through 3.06 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical formextent not conflicting with this Section 2.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) Prior At any time prior to March February 1, 20262020, the Company may will be entitled at its option to redeem all or a portion of the Notes Notes, in whole or in part, at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior noticeupon notice as set forth in Section 11.04, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) plus the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis pointsApplicable Premium as of, plus accrued and unpaid interest on such Notes being redeemed tointerest, but not includingif any, to the redemption date. Any notice date of redemption may be (the “Redemption Date”), subject to one or more conditions precedentthe right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.
(b) On or and after March February 1, 20262020, the Company may on any one or more occasions will be entitled at its option to redeem all or a part portion of the Notes, in whole or in part, at its optionany time or from time to time, upon notice as set forth in Section 11.04, at the following redemption prices (expressed as a percentage in percentages of principal amount), plus accrued and unpaid interest to, but excluding, to the date of redemption Redemption Date (subject to the right of holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on March February 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %:
(c) Notwithstanding the foregoingRedemption Period Price 2020 104.219% 2021 102.813% 2022 101.406% 2023 and thereafter 100.000%
(d) In addition, at any time and from time to time prior to March before February 1, 20242020, the Company may will be entitled at its option on one or more occasions, to redeem in the aggregate up to 4040.0% of the original aggregate principal amount of the Notes (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, at a redemption price (expressed as a percentage of principal amount thereofamount) of 103.750%, 105.625% plus accrued and unpaid interest to, but excluding, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6050.0% of the original aggregate principal amount of the Notes originally outstanding remains outstanding (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March At any time prior to January 1, 20262018, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 105.750% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after January 1, 2020, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on January 1 of the years indicated below: 2020 102.875 % 2021 101.917 % 2022 100.958 % 2023 and thereafter 100.000 %
(d) If an optional At any time prior to January 1, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation Any redemption pursuant to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less this Section 3.02 shall be redeemed in part.
(g) Notices made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Section 3.01 through Section 3.06 of the Base Indenture.
(hf) If any Note is to be redeemed in part only, the Any redemption or notice of redemption that relates redemption, may, at the Company’s discretion, be subject to that Note will state the portion one or more conditions precedent, including completion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical forman Equity Offering or other corporate transaction.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March At any time prior to February 1, 20262021, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 102.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after February 1, 2021, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below: 2021 101.438 % 2022 100.719 % 2023 and thereafter 100.000 %
(d) If an optional At any time prior to February 1, 2021, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation provisions of Section 3.01 through Section 3.06 of the present values of Base Indenture shall not apply to the Remaining Scheduled PaymentsNotes, and the Treasury Rate or any aspect of such calculations.following provisions shall apply in lieu thereof:
(fi) If In the event that the Company chooses to redeem less than all of the Notes are to be redeemed at any timeNotes, the Trustee will select selection of the Notes for redemption will be made by the Trustee:
(A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the Depositoryrelevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(B) if the Notes are not listed on a securities exchange, or if such securities exchange prescribes no method of selection and the Notes are not held through a Depository clearing system or the Depository clearing system prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note .
(ii) No Notes of $2,000 in aggregate a principal amount of €100,000 or less shall be redeemed in part. The Company will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time.
(giii) Notices Notice of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail delivered at least 10 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered addressredeemed, except that redemption notices may be sent more than 60 days prior to a redemption date the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with Article 4 a defeasance of the Base Indenture.
(h) Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to that such Note will must state the portion of the principal amount of that Notes that is thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder of the Note thereof upon cancellation of the original Note if such (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes are held or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in physical formsatisfaction of the applicable redemption price.
(if) The Company and its affiliates may Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 3.03 in connection with a Change in Tax Law, may, at any time and from time the Company’s discretion, be subject to time purchase Notes in the open marketone or more conditions precedent, by tender offer, negotiated transactions including completion of an Equity Offering or otherwiseother corporate transaction.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior Other than as set forth in this Section 3.02, the Notes shall not be redeemable by the Company prior to March 1maturity.
(b) At any time prior to February 15, 20262024, the Company may redeem the Notes in whole at any time or in part from time to timepart, at its option, on at least 10 but not more than 60 days’ prior noticeupon notice pursuant to Section 3.05, at a redemption price equal to the greater of (i) 100% of the principal amount of such Notes plus the Notes being redeemed Applicable Premium as of, and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed tointerest, but not includingif any, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %.
(c) Notwithstanding the foregoing, at At any time and from time to time prior to March 1February 15, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings received by the Company, Company from any Equity Offering at a redemption price (expressed as a percentage equal to 103.000% of the principal amount thereof) of 103.750%such Notes, plus accrued and unpaid interest interest, if any, to, but excluding, the redemption date (subject date, in an aggregate principal amount for all such redemptions not to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60exceed 40% of the original aggregate principal amount of the Notes issued under the Indenture on the Issue Date (calculated after giving effect to any issuance of together with Additional Notes); provided that
(1) must remain outstanding after in each such redemption; provided, further, that such case the redemption shall occur within 120 takes place not later than 180 days after the date closing of the related Equity Offering, and
(2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Company or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.
(d) At any time and from time to time on which or after February 15, 2024, the Company may redeem the Notes in whole or in part, upon notice pursuant to Section 3.05, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to, but excluding, the applicable redemption date, if redeemed during the twelve-month period beginning on February 15 of the year indicated below: 2024 101.500 % 2025 100.750 % 2026 and thereafter 100.000 %
(e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and the Company, or a third-party in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Equity Offering is consummated Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ notice mailed prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each holder of other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the Notes being redeemed and otherwise in accordance with the procedures set forth extent not included in the Indenturetender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(df) If an the optional redemption date is on or after a Regular Record Date record date and on or before the related Interest Payment Datecorresponding interest payment date, any the accrued and unpaid interest up to, but excluding, the redemption date will be paid on the redemption date to the Person Holder in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, record date in accordance with the Depository’s customary proceduresapplicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in partby the Company.
(g) Notices Any redemption pursuant to this Section 3.02 shall be made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Section 3.01 through Section 3.07 of the Base IndentureIndenture and Section 3.03 hereof.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: First Supplemental Indenture (CrowdStrike Holdings, Inc.)
Optional Redemption of the Notes. (ai) Prior The Notes are subject to redemption, at the option of the Issuer, in whole or from time to time in part, at any time on or after March 1, 2026, 2017 at the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of Redemption Prices (i) 100% expressed as percentages of the principal amount of the Notes being redeemed and (iito be redeemed) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis pointsset forth below, plus accrued and unpaid interest on such Notes being redeemed interest, if any, to, but not including, the redemption date. Any notice of redemption may be date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on March 1 of the years indicated below: 2017 104.031 % 2018 102.688 % 2019 101.344 % 2020 and thereafter 100.000 %
(ii) Prior to March 1, 2017, the Issuer may from time to time, with the net cash proceeds of one or more conditions precedent.
(b) On or after March 1Qualified Equity Offerings, 2026, the Company may on any one or more occasions redeem all or a part up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus together with accrued and unpaid interest tothereon, if any, to but excludingnot including, the date of redemption (subject to the right of holders Holders of record on the relevant regular record date to receive interest due on the relevant an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period commencing on March 1 ; provided that at least 65% of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by the Company or its Subsidiaries) and thereafter 100.000 %that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
(ciii) Notwithstanding the foregoing, at At any time and or from time to time prior to March 1, 20242017, the Company Notes may redeem also be redeemed in whole or in part, at the aggregate up Company’s option, at the Redemption Price equal to 40100% of the original aggregate principal amount of thereof plus the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the CompanyApplicable Premium as of, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%and accrued but unpaid interest, plus accrued and unpaid interest if any, to, but excludingnot including, the date of redemption date or purchase (subject to the right of holders Holders of record on the relevant regular record date to receive interest due on the relevant an interest payment date); provided, however, date that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid prior to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding).
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: Indenture (Oshkosh Corp)
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March 1At any time prior to January 15, 20262019, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 105.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after January 15, 2021, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on January 15 of the years indicated below: 2021 102.938 % 2022 101.958 % 2023 100.979 % 2024 and thereafter 100.000 %
(d) If an optional At any time prior to January 15, 2021, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation Any redemption pursuant to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less this Section 3.02 shall be redeemed in part.
(g) Notices made pursuant to the provisions of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 Section 3.01 through Section 3.06 of the Base Indenture.
(hf) If any Note is to be redeemed in part only, the Any redemption or notice of redemption that relates redemption, may, at the Company’s discretion, be subject to that Note will state the portion one or more conditions precedent, including completion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical forman Equity Offering or other corporate transaction.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) Prior At any time after the Acquisition Closing Date and prior to March 1October 15, 20262027, the Company may will be entitled at its option to redeem all or a portion of the Notes Notes, in whole or in part, at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior noticeupon notice as set forth in Section 11.09, at a redemption price equal to the greater of (i) 100100.0% of the principal amount of the Notes being redeemed and (ii) plus the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis pointsApplicable Premium as of, plus accrued and unpaid interest on such Notes being redeemed tointerest, but not includingif any, to the redemption date. Any notice date of redemption may be (the “Redemption Date”), subject to one or more conditions precedentthe right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.
(b) On or and after March 1October 15, 20262027, the Company may on any one or more occasions will be entitled at its option to redeem all or a part portion of the Notes, in whole or in part, at its optionany time or from time to time, upon notice as set forth in Section 11.09, at the following redemption prices (expressed as a percentage in percentages of principal amount), plus accrued and unpaid interest to, but excluding, to the date of redemption Redemption Date (subject to the right of holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on March 1 October 15 of the years set forth below: Redemption Period Redemption Price 2026 101.875 % 2027 101.250 103.125 % 2028 100.625 101.563 % 2029 and thereafter 100.000 %
(c) Notwithstanding In addition, after the foregoingAcquisition Closing Date and before October 15, at any time and from time to time prior to March 1, 20242027, the Company may will be entitled at its option on one or more occasions, to redeem in the aggregate up to 4040.0% of the original aggregate principal amount of the Notes (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, at a redemption price (expressed as a percentage of principal amount thereofamount) of 103.750%, 106.250% plus accrued and unpaid interest to, but excluding, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6050.0% of the original aggregate principal amount of the Notes originally outstanding remains outstanding (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) must remain outstanding after each such redemption; provided.
(d) Notwithstanding the foregoing, furtherin connection with any tender offer for the Notes (including, that without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such redemption shall occur within 120 days after Notes in such tender offer and the date on which Company, or any third party making such Equity Offering is consummated tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice mailed (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each holder of other Holder in such tender offer plus, to the Notes being redeemed and otherwise in accordance with the procedures set forth extent not included in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Datetender offer payment, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption priceif any, on and after the redemption datethereon, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Paymentsto, but excluding, the Treasury Rate or any aspect of such calculationsapplicable Redemption Date.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: Indenture (Terex Corp)
Optional Redemption of the Notes. (a) Prior to March 1, 2026, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater The provisions of (i) 100% Article XI of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted Indenture shall apply to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, as supplemented or amended by this Section 3.12. The Notes will be redeemable at its the Company’s option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoingin whole or in part, at any time and from time to time time, on or after February 12, 2023 (180 days from August 16, 2022) (or, if additional Notes are issued after August 16, 2022, beginning 180 days after the issue date of such additional Notes), and prior to March 1, 2024, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes First Par Call Date (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Companyas defined below), at a redemption price (expressed as a percentage of principal amount thereofand rounded to three decimal places) equal to the greater of:
(a) the sum of 103.750%the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the redemption date (assuming the Notes matured on the First Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus less (b) interest accrued on the Notes to the date of redemption; and • 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date (subject date. On the First Par Call Date, the Notes will be redeemable at the Company’s option, in whole, but not in part, at a redemption price equal to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60100% of the original aggregate principal amount of the Notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On and after July 17, 2028 (30 days prior to the Maturity Date), the Notes will be redeemable, in whole or in part, at any time and from time to time, at the Company’s option at a redemption price equal to 100% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; providedbeing redeemed, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. If the Company redeems Notes at its option, then (a) notwithstanding the foregoing, installments of interest on the Notes that are due and payable on any Interest Payment Date falling on or prior to a redemption date for the Notes will be paid payable on that Interest Payment Date to the Person in whose name the Note is registered at Holders thereof as of the close of business on such Regular Record Date. In determining the relevant record date according to the terms of the Notes and the Indenture and (b) the redemption price and accrued interestwill, interest shall if applicable, be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1, 2026Other than as set forth in this Section 3.02 and Section 3.03, the Notes shall not be redeemable by the Company may redeem the Notes in whole at any time or in part from time prior to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedentmaturity.
(b) On or after March At any time prior to October 1, 20262020, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1, 2024, the Company may redeem in the aggregate up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) outstanding under this Supplemental Indenture, at a redemption price equal to 102.875% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the redemption date, with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price Offerings; provided that:
(expressed as a percentage of principal amount thereof1) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 6065% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain issued under this Supplemental Indenture remains outstanding immediately after each such redemption; provided, further, that the occurrence of such redemption shall (excluding Notes held by the Company and its subsidiaries); and
(2) the redemption must occur within 120 90 days after of the date on which any of the closing of such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder Offering.
(c) On or after October 1, 2020, the Company may redeem all or a part of the Notes being redeemed and otherwise in accordance with Notes, on any one or more occasions, at the procedures redemption prices (expressed as percentages of principal amount) set forth in below plus accrued and unpaid interest thereon, if any, to, but not including, the Indenture.applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below: 2020 101.438 % 2021 100.719 % 2022 and thereafter 100.000 %
(d) If an optional At any time prior to October 1, 2020, the Company may also redeem all or a part of the Notes at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date is of redemption (the “Redemption Date”), subject to the rights of Holders of record of Notes on or after a Regular Record Date and the relevant record date to receive interest due on or before the related relevant Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation provisions of Section 3.01 through Section 3.06 of the present values of Base Indenture shall not apply to the Remaining Scheduled PaymentsNotes, and the Treasury Rate or any aspect of such calculations.following provisions shall apply in lieu thereof:
(fi) If In the event that the Company chooses to redeem less than all of the Notes are to be redeemed at any timeNotes, the Trustee will select selection of the Notes for redemption will be made by the Trustee:
(A) by a method that complies with the requirements, as certified to the Trustee by the Company, of the securities exchange, if any, on which the Notes are listed at such time, and in compliance with the requirements of the Depositoryrelevant clearing system; provided that, if the Notes are represented by one or more Global Notes, beneficial interests in the Notes will be selected for redemption by Euroclear and Clearstream in accordance with their respective standard procedures therefor; or
(B) if the Notes are not listed on a securities exchange, or if such securities exchange prescribes no method of selection and the Notes are not held through a Depository clearing system or the Depository clearing system prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note .
(ii) No Notes of $2,000 in aggregate a principal amount of €100,000 or less shall be redeemed in part. The Company will also comply with any other requirements of the securities exchange, if any, on which the Notes are listed at such time.
(giii) Notices Notice of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail delivered at least 10 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered addressredeemed, except that redemption notices may be sent more than 60 days prior to a redemption date the Trustee and the Paying Agent; provided that, if the redemption notice is issued in connection with Article 4 a defeasance of the Base Indenture.
(h) Notes or satisfaction and discharge of the Indenture governing the Note in accordance with the Indentures, the notice of redemption may be delivered more than 60 calendar days before the date of redemption. If any Note is to be redeemed in part only, then the notice of redemption that relates to that such Note will must state the portion of the principal amount of that Notes that is thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the original Note thereof will be issued in the name of the Holder of the Note thereof upon cancellation of the original Note if such (or appropriate adjustments to the amount and beneficial interests in a Global Note will be made). On and after the redemption date, interest will cease to accrue on Notes are held or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in physical formsatisfaction of the applicable redemption price.
(if) The Company and its affiliates may Any redemption or notice of redemption, other than a notice of redemption delivered pursuant to Section 3.03 in connection with a Change in Tax Law, may, at any time and from time the Company’s discretion, be subject to time purchase Notes in the open marketone or more conditions precedent, by tender offer, negotiated transactions including completion of an Equity Offering or otherwiseother corporate transaction.
Appears in 1 contract
Optional Redemption of the Notes. (a) Prior to March 1, 2026, the Company The Corporation may redeem the Notes in whole at any time or in part from time to timeNotes, at its option, on at least 10 but not more than 60 days’ any time in whole or from time to time in part (equal to a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) for cash:
(i) prior noticeto the Par Call Date, at a redemption price equal to the greater of of:
(i1) 100% of the principal amount of the Notes being redeemed and to be redeemed; and
(ii2) as determined by the Quotation Agent, the sum of the present values of the Remaining Scheduled Payments principal amount of the Notes to be redeemed and the remaining scheduled payments of interest thereon after the date of optional redemption (an “Optional Redemption Date”) through the Par Call Date (assuming, for this purpose, that the Notes are scheduled to mature on the Notes being redeemed on Par Call Date) (the redemption date“Assumed Remaining Life”) (excluding interest, if any, accrued thereon to such Optional Redemption Date), discounted to the date of redemption, such Optional Redemption Date on a semi-annual basis, semiannual basis (assuming a 360‑day year consisting of twelve 30‑day months) at the Treasury Rate plus 50 30 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one points (or more conditions precedent.0.300%); and
(bii) On on or after March 1, 2026, the Company may on any one or more occasions redeem all or a part Par Call Date and prior to the Stated Maturity Date of the Notes, at its optiona price equal to 100% of the principal amount of the Notes to be redeemed, at the following redemption prices (expressed as a percentage of principal amount)plus, plus in each case, unpaid interest, if any, accrued and unpaid interest thereon to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 of the years set forth below: Period such Optional Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %
(c) Date. Notwithstanding the foregoing, at the Corporation shall pay any time and from time to time interest installment due on an Interest Payment Date which occurs on or prior to March 1, 2024, an Optional Redemption Date to the Company may redeem in the aggregate up to 40% of the original aggregate principal amount Holders of the Notes (calculated after giving effect to any issuance as of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on the regular record date immediately preceding such Regular Record Interest Payment Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed Corporation may at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time time, purchase Notes at any price or prices in the open market, by tender offer, negotiated transactions market or otherwise.
Appears in 1 contract
Samples: Third Supplemental Indenture (Martin Marietta Materials Inc)
Optional Redemption of the Notes. (a) Prior to March 1June 15, 20262022, the Company may redeem the Notes in whole at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior notice, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis points, plus accrued and unpaid interest on such Notes being redeemed to, but not including, the redemption date. Any notice of redemption may be subject to one or more conditions precedent.
(b) On or after March 1June 15, 20262022, the Company may on any one or more occasions redeem all or a part of the Notes, at its option, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to, but excluding, the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on March 1 June 15 of the years set forth below: Period Redemption Price 2026 101.875 2022 102.875 % 2027 101.250 2023 101.438 % 2028 100.625 % 2029 2024 and thereafter 100.000 %
(c) Notwithstanding the foregoing, at any time and from time to time prior to March 1June 15, 20242022, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings by the Company, at a redemption price (expressed as a percentage of principal amount thereof) of 103.750105.750%, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that at least 60% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date on which any such Equity Offering is consummated upon not less than 10 nor more than 60 days’ notice mailed to each holder of the Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Payments, the Treasury Rate or any aspect of such calculations.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption of the Notes. Except as set forth below, the Company will not be entitled to redeem the Notes at its option:
(a) Prior At any time prior to March 1May 15, 20262024, the Company may will be entitled at its option to redeem all or a portion of the Notes Notes, in whole or in part, at any time or in part from time to time, at its option, on at least 10 but not more than 60 days’ prior noticeupon notice as set forth in Section 11.04, at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed and (ii) plus the sum of the present values of the Remaining Scheduled Payments on the Notes being redeemed on the redemption date, discounted to the date of redemption, on a semi-annual basis, at the Treasury Rate plus 50 basis pointsApplicable Premium as of, plus accrued and unpaid interest on such Notes being redeemed tointerest, but not includingif any, to the redemption date. Any notice date of redemption may be (the “Redemption Date”), subject to one or more conditions precedentthe right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date.
(b) On or and after March 1May 15, 20262024, the Company may on any one or more occasions will be entitled at its option to redeem all or a part portion of the Notes, in whole or in part, at its optionany time or from time to time, upon notice as set forth in Section 11.04, at the following redemption prices (expressed as a percentage in percentages of principal amount), plus accrued and unpaid interest to, but excluding, to the date of redemption Redemption Date (subject to the right of holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date), if redeemed during the 12-month period commencing on March 1 May 15 of the years set forth below: Period Redemption Price 2026 101.875 % 2027 101.250 % 2028 100.625 % 2029 and thereafter 100.000 %:
(c) Notwithstanding the foregoingRedemption Period Price
(d) In addition, at any time and from time to time prior to March 1before May 15, 2024, the Company may will be entitled at its option on one or more occasions, to redeem in the aggregate up to 4040.0% of the original aggregate principal amount of the Notes (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) with an amount equal to the net cash proceeds of one or more Equity Offerings by the CompanyOfferings, at a redemption price (expressed as a percentage of principal amount thereofamount) of 103.750%, 105.00% plus accrued and unpaid interest to, but excluding, to the redemption date Redemption Date (subject to the right of holders Holders of record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date); provided, however, that at least 6050.0% of the original aggregate principal amount of the Notes originally outstanding remains outstanding (calculated after giving effect to including the original principal amount of any issuance of Additional Notes) must remain outstanding after each such redemption; provided.
(e) Notwithstanding the foregoing, furtherin connection with any tender offer for the Notes (including, that without limitation, any Change of Control offer or Asset Disposition offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such redemption shall occur within 120 days after Notes in such tender offer and the date on which Company, or any third party making such Equity Offering is consummated tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice mailed (provided that such notice is not given more than 30 days following such purchase date) to redeem all Notes that remain outstanding following such purchase at a price equal to the price offered to each holder of other Holder in such tender offer plus, to the Notes being redeemed and otherwise in accordance with the procedures set forth extent not included in the Indenture.
(d) If an optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Datetender offer payment, any accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such Regular Record Date. In determining the redemption price and accrued interest, interest shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. Unless the Company defaults in payment of the redemption priceif any, on and after the redemption datethereon, interest will cease to accrue on the Notes or portions of the Notes called for redemption and those Notes will cease to be outstanding.
(e) The Trustee shall have no obligation to calculate or verify the calculation of the present values of the Remaining Scheduled Paymentsto, but excluding, the Treasury Rate or any aspect of such calculationsapplicable Redemption Date.
(f) If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes for redemption in compliance with the requirements of the Depository, or if the Notes are not held through a Depository or the Depository prescribes no method of selection, by lot, in accordance with the Depository’s customary procedures, subject to adjustments so that no Note in an unauthorized denomination remains outstanding after such redemption or purchase; provided, however, that no Note of $2,000 in aggregate principal amount of less shall be redeemed in part.
(g) Notices of optional redemption will be sent by electronic submission (for Notes held in book-entry form) or first class mail at least 10 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with Article 4 of the Base Indenture.
(h) If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Notes that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder of the Note upon cancellation of the original Note if such Notes are held in physical form.
(i) The Company and its affiliates may at any time and from time to time purchase Notes in the open market, by tender offer, negotiated transactions or otherwise.
Appears in 1 contract
Samples: Indenture (Terex Corp)
