Optional Redemption Upon Tax Event. The Issuer may redeem the Notes, in whole but not in part, at 100.0% of their outstanding principal amount plus accrued and unpaid interest to, but excluding, the applicable redemption date and any Additional Amounts payable with respect thereto, only if:
(1) on the next interest payment date the Issuer or applicable Guarantor would be obligated to pay Additional Amounts in respect of interest on the Notes or Note Guarantee in excess of the Additional Amounts that it would pay if interest payments in respect of the Notes or Note Guarantee were subject to deduction or withholding at a rate of 4.99% generally (determined without regard to any interest, fees, penalties or other additions to tax), as a result of any change in, or amendment to, the laws or regulations of any Taxing Jurisdiction, or any change in, or a pronouncement by competent authorities of the relevant Taxing Jurisdiction with respect to, the official application or official interpretation of such laws or regulations, which change, amendment or pronouncement occurs after the Issue Date (or, in the case of any withholding taxes imposed by a jurisdiction that becomes a Taxing Jurisdiction after the Issue Date, after the date such jurisdiction becomes a Taxing Jurisdiction); and
(2) such obligation cannot be avoided by the Issuer or applicable Guarantor taking reasonable measures available to it; provided that for this purpose reasonable measures shall not include any change in the Issuer’s jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require the Issuer to incur material additional costs or legal or regulatory burdens. No notice of redemption pursuant to this Section 3.4 will be given earlier than sixty (60) days prior to the earliest date on which the Issuer or applicable Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Notes or Note Guarantee were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 3.4, the Issuer shall deliver to the Trustee an Officer’s Certificate confirming that it is entitled to exercise such right of redemption. The Issuer will also deliver to the Trustee an Opinion of Counsel external to the Issuer, stating that it (or an applicable Guarantor) would be obligated to pay such Additional Amounts due to the changes i...
Optional Redemption Upon Tax Event. Subject to the conditions set forth in the Indenture, the Securities are subject to redemption in whole, but not in part, if a Tax Event shall occur and be continuing, at any time within 90 days following the occurrence of such Tax Event, at a Redemption Price equal to $27.27 per $27 principal amount thereof, plus accrued but unpaid interest, including Additional Payments, if any, to the Redemption Date. In lieu of the foregoing, the Company also shall have the option of causing the Securities to remain outstanding and pay Additional Sums on the Securities.
Optional Redemption Upon Tax Event. The Notes are redeemable at the option of the Company in whole but not in part, upon the occurrence of a tax event, the occurrence of which is confirmed by the opinion of nationally recognized independent tax counsel, within 90 calendar days of such tax event upon not less than 30 calendar days and not more than 60 calendar days prior written notice at a price of 100% of the principal amount to be redeemed, plus unpaid interest accrued to the redemption date. Sinking fund requirements: The debentures will not have the benefit of, or be subject to, any sinking fund. Listing requirements: Application will be made to list the debentures on the New York Stock Exchange.
Optional Redemption Upon Tax Event. The Issuer may redeem the Notes, in whole but not in part, at 100.0% of their outstanding principal amount plus accrued and unpaid interest to, but excluding, the applicable redemption date and any Additional Amounts payable with respect thereto, only if:
Optional Redemption Upon Tax Event. The Securities are subject to redemption in whole, but not in part, at any time within 90 days, if a Tax Event (as defined in the Declaration) shall occur and be continuing, at a redemption price equal to $50 per $50 principal amount thereof plus accrued but unpaid interest, including Additional Interest, if any, to the Redemption Date. Any redemption pursuant to this Section 8 will be made upon not less than 30 nor more than 60 days' notice.
Optional Redemption Upon Tax Event. The Securities are subject to redemption in whole (but not in part), at any time within 90 days thereafter, if a Tax Event (as defined in the Declaration) shall occur and be continuing, at the applicable redemption price set forth above (or, for the period commencing on the date of issuance of the Securities through October 4, 1997 and the twelve month periods commencing October 5, 1997 and October 5, 1998, the product of 106.750%, 106.075% and 105.400%, respectively, times $50), in each case plus accrued but unpaid interest, including Additional Interest, Compounded Interest and Liquidated Damages, if any, to the Redemption Date. Any redemption pursuant to this Section 8 will be made upon not less than 30 nor more than 60 days' notice.
Optional Redemption Upon Tax Event. The Debentures are subject to redemption, at the election of the Company, in whole (but not in part), for cash at the Redemption Price, at any time within 90 days following the occurrence and continuation of a Redemption Tax Event (as defined in the Declaration). Any redemption pursuant to this Section 8 will be made upon not less than 30 nor more than 60 days' notice.
Optional Redemption Upon Tax Event. The Securities are subject to redemption in whole, but not in part, at the Company's option at any time within 90 days, if a Tax Event (as defined in the Declaration) shall occur and be continuing, at a redemption price equal to 100% of the principal amount thereof plus accrued but unpaid interest thereon (including, to the extent permitted by applicable law, Additional Payments, if any) to the Redemption Date. Any redemption pursuant to this Section 8 will be made upon not less than 30 nor more than 60 days' notice.
Optional Redemption Upon Tax Event. N/A Sinking fund requirements: The debentures will not have the benefit of, or be subject to, any sinking fund. Listing requirements: N/A Fixed or Variable Price Offering: Fixed Price offering If Fixed Price Offering, initial public offering price: 99.958% of the principal amount, plus accrued interest, if any, from December 5, 2005 Purchase price: 99.083% of the principal amount. Form: Book-entry Other terms and conditions: N/A Closing date and location: December 5, 2005 at Shearman & Sterling LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Representatives: Citigroup Global Markets Inc., Xxxxxxx, Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated Notices: Notices to the Underwriters shall be directed to the Representatives c/o Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000. All of the provisions contained in the Company’s Underwriting Agreement, dated November 29, 2005, (the “Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in the Underwriting Agreement are used herein as therein defined. This Agreement shall be governed by the laws of the State of New York applicable to agreements made and to be performed wholly within such State. If the foregoing is in accordance with your understanding of the agreement among the Underwriters and the Company, please sign and return to the undersigned a counterpart hereof, whereupon this instrument, along with all counterparts and together with the Underwriting Agreement, shall be a binding agreement among the Underwriters named herein and the Company in accordance with its terms and the terms of the Underwriting Agreement. Very truly yours, Citigroup Global Markets Inc. By: Authorized Signatory Xxxxxxx, Sachs & Co. By: Authorized Signatory Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: Authorized Signatory Acting on behalf of itself and as Representative of the other named Underwriters. Accepted: AMBAC FINANCIAL GROUP, INC. By Name: Title:
Optional Redemption Upon Tax Event. The Securities are subject to redemption in whole (but not in part), if a Tax Event (as defined in the Declaration) shall occur and be continuing, for cash upon the later of (i) the occurrence of such Tax Event or (ii) February 20, 2001, at a redemption price equal to the principal amount at Stated Maturity of such Securities plus any accrued and unpaid interest (including any Additional Interest, Extension Period Interest and Compounded Interest) to the Redemption Date. Any redemption pursuant to this Section 8 will be made upon not less than 30 nor more than 60 days' notice.
