Optional Redemption Upon Change of Control a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
b) Prior to the Notes Par Call Date, the Notes shall be redeemable in whole but not in part at the Company’s option at any time within 90 days of the occurrence of a Change of Control, at a price equal to 100.5% of their principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date.
c) Redemption shall be upon notice not fewer than 10 days and not more than 60 days prior to the Redemption Date. The Trustee shall have no obligation to calculate any redemption price or any component thereof, and the Trustee shall be entitled to receive and conclusively rely upon an Officer’s Certificate delivered by the Company that specifies any redemption price.
d) Unless the Company defaults on the payment of the redemption price, on and after the Redemption Date, interest will cease to accrue on the Notes called for redemption.
e) A “Change of Control” will be deemed to have occurred at the time after the Notes are originally issued if:
1) any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “Beneficial Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50.0% of the total voting power of the Voting Stock of the Company;
2) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented 100.0% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction;
Optional Redemption Upon Change of Control. In addition to any redemption pursuant to Section 3.07 hereof, the Securities will be redeemable, at the option of the Holders, in whole or in part, at any time within 160 days after a Change of Control upon not less than 30 nor more than 60 days' prior notice to the Company of Securities to be redeemed, at a redemption price equal to the sum of (i) the then outstanding principal amount of the Securities being redeemed plus Liquidated Damages for such Securities, if any, plus (ii) accrued and unpaid interest, if any, to the redemption date plus (iii) the Applicable Premium. Any redemption pursuant to this Section 3.08 shall be made, to the extent applicable, pursuant to the provisions of Sections 3.01 through 3.06 hereof.
Optional Redemption Upon Change of Control. Upon the occurrence of a Change of Control prior to February 1, 2003, the Notes will be redeemable, in whole or in part, at the option of the Company, upon not less than 30 nor more than 60 days prior notice to each holder of Notes to be redeemed, at a redemption price equal to the sum of (i) the then outstanding principal amount thereof plus (ii) accrued and unpaid interest thereon and Additional Interest, if any, to the redemption date plus (iii) the Applicable Premium.
Optional Redemption Upon Change of Control. At any time prior to December 15, 2006, upon the occurrence of a Change of Control, the Issuers may redeem the Securities, in whole but not in part, at a redemption price equal to the principal amount thereof, plus the Applicable Premium, plus their accrued and unpaid interest, if any, to 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). Notice of redemption of the Securities pursuant to this paragraph shall be mailed to Holders of the Securities not more than 30 days following the occurrence of a Change of Control.
Optional Redemption Upon Change of Control. At any time, on or prior to December 15, 2002, the Company may, at its option, redeem the Notes, in whole, upon the occurrence of a Change of Control (as defined in the Indenture), upon not less than 30 nor more than 60 days prior notice (but in no event more than 90 days after the occurrence of such Change of Control) at a Redemption Price equal to 100% of the Accreted Value thereof plus the Applicable Premium (as defined below) as of Redemption Date (the "Change of Control Redemption Date").
Optional Redemption Upon Change of Control. Upon the occurrence of a Change of Control prior to February 15, 2005, UCI may, at its option, purchase Equipment from BRL pursuant to Section 28.4.3 of the Equipment Lease Agreement, and the Issuers shall apply the proceeds thereof allocable to the Notes to redeem all, but not less than all, of the outstanding Notes at a redemption price equal to 100% of the principal amount thereof plus the applicable Make Whole Premium (a "Change of Control Redemption"). The Issuers shall give not less than 30 nor more than 60 days' notice of such redemption within 30 days following a Change of Control. Each of the foregoing redemptions of Notes referred to in this Section 3.03 will require the prepayment by BRL of a corresponding percentage of the then outstanding BRL Term Loan and Equity Investment.
Optional Redemption Upon Change of Control. At any time, on or prior to February 15, 2010, the Company may, at its option, redeem the Notes, in whole, upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the date of redemption (the "Change of Control Redemption Date"), except that installments of interest which are due and payable on dates falling on or prior to the applicable Change of Control Redemption Date shall be payable to the persons who were the Holders of record at the close of business on the relevant Record Dates.
Optional Redemption Upon Change of Control. At any time on or prior to May 1, 2001, the Securities may be redeemed as a whole at the option of the Company upon the occurrence of a Change of Control (but in no event more than 90 days after the occurrence of such Change of Control) at a redemption price equal to 100% of the principal amount thereof, plus the Applicable Premium (as defined below) as of, and accrued but unpaid interest, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant Interest Record Date to receive interest due on the relevant Interest Payment Date).
Optional Redemption Upon Change of Control. At any time prior to July 15, 2004, the Notes may also be redeemed, as a whole but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event may any such redemption occur more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the date of redemption.
Optional Redemption Upon Change of Control. At any time, on or prior to May 15, 2006, the Company may, at its option, redeem the Notes, in whole, upon the occurrence of a Change of Control (as defined in the Indenture), upon not less than 30 nor more than 60 days prior notice (but in no event more than 90 days after the occurrence of such Change of Control) mailed by first-class mail to each Holder's registered address, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus the Applicable Premium (as defined below) as of, and accrued and unpaid interest, if any, to the date of redemption (the "Change of Control Redemption Date"), except that installments of interest which are due and payable on dates falling on or prior to the applicable Redemption Date will be payable to the persons who were the Holders of record at the close of business on the relevant Record Dates.
