Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that (1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and (2) the redemption occurs within 90 days of the date of the closing of such Equity Offering. (b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date. (c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024. (d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 % (e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date. (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Optional Redemption. (a) Except pursuant to clause (b) and (c) of this Section 3.07, the Notes will not be redeemable prior to August 15, 2021. On or after August 15, 2021, the Company may redeem all or part of the Notes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the rights of Holders of the Notes on any relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2021 103.000 % 2022 102.000 % 2023 101.000 % 2024 and thereafter 100.000 %
(b) At any time prior to February August 15, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000of 106.000% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption (date, subject to the rights of Holders of such Notes on the any relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds Net Cash Proceeds of an one or more Public Equity OfferingOfferings; provided that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2ii) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.
(bc) At any time prior to February August 15, 2024, 2021 the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)to the Holders, at a redemption price equal to 100% of the redemption prices (expressed principal amount of the Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowthe date of redemption, plus and accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of the Notes on the any relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless date occurring on or prior to the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fd) Any optional redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.06.
Appears in 2 contracts
Sources: Indenture (Treasure Chest Casino LLC), Indenture (Boyd Gaming Corp)
Optional Redemption. (a) At any time prior to February October 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February January 15, 2024.
(d) On or after February 15, 20242027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2027.
(d) On or after January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2027 101.875 % 2025 101.750 2028 101.250 % 2026 2029 100.625 % 2030 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayof the Indenture.
(f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, in the Company’s discretion, be subject whether pursuant to the satisfaction of one a tender offer or more conditions precedentotherwise.
Appears in 2 contracts
Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.)
Optional Redemption. (a) At any time prior Prior to February 15March 1, 20242020, the Company may on may, at any one or more occasions redeem time and from time to time, redeem, in the aggregate up to 4035% of the aggregate principal amount of the Notes originally issued under this Indenture, upon giving not less than 15 nor Indenture with the net cash proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings by the Company at a redemption price equal to 107.000% (expressed as a percentage of the principal amount thereof) of the Notes redeemed105.750%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided, with an amount equal to the net cash proceeds of an Equity Offering; provided however, that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or contribution.
(b) At any time prior Prior to February 15March 1, 20242020, the Company may on may, at any one or more occasions time and from time to time, also redeem all or a part of the Notes, upon giving not less than 15 30 days nor more than 60 days’ prior notice mailed by or on behalf of the Company (except as provided or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes sent electronically) by first-class mail to each Holder’s registered address or otherwise delivered in Section 3.03 hereof)accordance with the procedures of DTC, at a redemption price equal to 100the sum of (i) 100.000% of the principal amount of the Notes redeemed, plus redeemed and (ii) the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to but not including the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a(a) or (b), Section 3.07(b) and Section 3.10 hereof, the Notes will shall not be redeemable at the Company’s option prior to February 15March 1, 20242020.
(d) On or after February 15March 1, 20242020, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 15 30 days nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated period, set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 March 1, 2020 104.313% 2025 101.750 March 1, 2021 102.875% 2026 March 1, 2022 101.438% March 1, 2023 and thereafter 100.000 100.000%
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(f) Any redemption pursuant to this Section 3.07 5.07 shall be made pursuant to the provisions of Sections 3.01 5.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent5.06.
Appears in 2 contracts
Sources: Indenture (Cliffs Natural Resources Inc.), Indenture (Cliffs Natural Resources Inc.)
Optional Redemption. (a) At any time prior to February October 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February January 15, 2024.
(d) On or after February 15, 20242027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2027.
(d) On or after January 15, 2027, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2027 101.875 % 2025 101.750 2028 101.250 % 2026 2029 100.625 % 2030 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayhereof.
(f) The provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.
(g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company’s discretion, be subject or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the satisfaction price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of one redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or more conditions precedentother offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).
Appears in 2 contracts
Sources: Indenture (Clearway Energy LLC), Indenture (Clearway Energy, Inc.)
Optional Redemption. (a) At any time prior Except pursuant to February 15, 2024Sections 3.07(b) through 3.07(e) and 4.15(f), the Company Notes will not be optionally redeemable by the Issuer; provided, however, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of acquire the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with by means other than an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offeringoptional redemption.
(b) At any time and from time to time prior to February April 15, 2024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium (as calculated by the Company) as ofPremium, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant related interest payment date).
(c) Except pursuant At any time and from time to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On time on or after February April 15, 2024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)whole or in part, at the redemption prices (expressed as percentages a percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the record date to receive interest due on the related interest payment date): 2024 102.000% 2025 101.000% 2026 and thereafter 100.000%
(d) At any time and from time to time prior to April 15, 2024, the Issuer may redeem up to 40% of the principal amount of the outstanding Notes (including Additional Notes, if any) with the net cash proceeds of one or more Equity Offerings at a redemption price (expressed as a percentage of principal amount) of 104.000%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that (i) at least 60% of the aggregate principal amount of Notes issued on the Issue Date and any Additional Notes originally issued under this Indenture after the Issue Date remains outstanding immediately after each such redemption, and (ii) notice of any such redemption is given to the Holders within 90 days of the closing of each such Equity Offering.
(e) The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the Holders (which notice shall be irrevocable and given in accordance with Section 3.03), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment redemption as a result of the redemption priceor otherwise, interest if the Issuer determines in good faith that the Issuer or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof (but, in the case of a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a Paying Agent located in another jurisdiction), as a result of:
(1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or
(2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. Notwithstanding the foregoing, no such notice of redemption will cease be given (a) earlier than 90 days prior to accrue the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or portions thereof called for the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption on pursuant to this Section 3.07(e), the applicable Issuer will deliver to the Trustee:
(1) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption dateand setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Issuer or any Guarantor or surviving entity taking reasonable measures available to it); and
(2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.05 hereof.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Optional Redemption. (a) At any time prior to February September 15, 20242020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February September 15, 20242022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February September 15, 20242022.
(d) On or after February September 15, 20242022, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 102.938 % 2023 101.958 % 2024 103.500 100.979 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 2 contracts
Sources: Indenture (Viking Holdings LTD), Indenture (Viking Holdings LTD)
Optional Redemption. (a) At any time prior to February January 15, 20242029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February January 15, 2024.
(d) On or after February 15, 20242029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2029.
(d) On or after January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2029 102.875 % 2025 101.750 2030 101.438 % 2026 2031 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayof the Indenture.
(f) The provisions of Article 3 of the Indenture do not prohibit the Company or its Affiliates from acquiring the Notes in market transactions by means other than a redemption, in the Company’s discretion, be subject whether pursuant to the satisfaction of one a tender offer or more conditions precedentotherwise.
Appears in 2 contracts
Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)
Optional Redemption. (a) At any time prior to February January 15, 20242029, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February January 15, 2024.
(d) On or after February 15, 20242029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2029.
(d) On or after January 15, 2029, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2029 102.875 % 2025 101.750 2030 101.438 % 2026 2031 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayhereof.
(f) The provisions of this Article 3 do not prohibit the Company or its Affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.
(g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, including a Change of Control Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company’s discretion, be subject or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the satisfaction price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of one redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or more conditions precedentother offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).
Appears in 2 contracts
Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)
Optional Redemption. (a) Except pursuant to clause (b) and (c) of this Paragraph 5, the Notes will not be redeemable prior to August 15, 2021. On or after August 15, 2021, the Company may redeem all or part of the Notes upon not less than 15 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date (subject to the rights of Holders of the Notes on any relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the redemption date), if redeemed during the twelve-month period beginning on August 15 of the years indicated below: 2021 103.000 % 2022 102.000 % 2023 101.000 % 2024 and thereafter 100.000 %
(b) At any time prior to February August 15, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000of 106.000% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption (date, subject to the rights of Holders of such Notes on the any relevant record date to receive interest due on the relevant interest payment date)Interest Payment Date, with an amount equal to the net cash proceeds Net Cash Proceeds of an one or more Public Equity OfferingOfferings; provided that
that (1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
and (2ii) the redemption occurs within 90 days of the date of the closing of such Public Equity Offering.
(bc) At any time prior to February August 15, 2024, 2021 the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions also redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent to each Holder, at a redemption price equal to 100% of the redemption prices (expressed principal amount of the Notes redeemed plus the Applicable Premium as percentages of principal amount) set forth belowthe date of redemption, plus and accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of the Notes on the any relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless date occurring on or prior to the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fd) Any optional redemption pursuant to this Section 3.07 provided for in the Note shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 hereof and notice may, in of the Company’s discretion, be subject to the satisfaction of one or more conditions precedentIndenture.
Appears in 2 contracts
Sources: Indenture (Treasure Chest Casino LLC), Indenture (Boyd Gaming Corp)
Optional Redemption. (a) The Notes may be redeemed on any one or more occasions, in whole or in part, at any time prior to September 6, 2020, at the option of the Company upon not less than 15 nor more than 60 days’ prior notice (except that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in connection with Article 8 or Article 11) mailed by first class mail (and/or, to the extent permitted by Applicable Procedures or regulations, transmitted electronically) 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, plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of registered Holders of the Notes on a relevant Record Date to receive interest due on a relevant Interest Payment Date).
(b) At any time prior to February 15September 6, 20242020, the Company may at its option, with the net proceeds of one or more Qualified Equity Offerings, redeem on any one or more occasions redeem up to 40% of the aggregate principal amount of the outstanding Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), including Additional Notes) at a redemption price Redemption Price equal to 107.000108.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsthereon, if any, to to, but not including including, the redemption date of redemption (subject to the rights right of registered Holders of the Notes on the a relevant record date Record Date to receive interest due on the a relevant interest payment dateInterest Payment Date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
that (1) at least 6050% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by calculated after giving effect to the Company and its Subsidiariesoriginal issuance of any Additional Notes) remains outstanding immediately after the occurrence of any such redemption (except to excluding Notes held by the extent that all remaining outstanding Notes are substantially concurrently repurchased Company or redeemed in full, or are to be repurchased or redeemed in full its Subsidiaries) and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the any such redemption occurs within 90 days of the date of following the closing of any such Qualified Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to clause (a) or (b) of this Section 3.07(a3.07, pursuant to Section 3.09 or pursuant to Section 4.14(e), Section 3.07(b) and Section 3.10 hereof, the Notes will shall not be redeemable at the Company’s option prior to February 15September 6, 20242020.
(d) On or after February 15, 2024, the Company The Notes may be redeemed on any one or more occasions redeem all occasions, in whole or a part in part, at any time on or after September 6, 2020, at the option of the Notes, Company upon not less than 15 nor more than 60 days’ prior notice (except as provided that such notice may be sent more than 60 days prior to a redemption date if such notice is issued in Section 3.03 hereof), connection with Article 8 or Article 11) at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but not including, the redemption date (subject to the right of registered Holders of the Notes redeemed, on a relevant Record Date to the applicable date of redemptionreceive interest due on a relevant Interest Payment Date), if redeemed during the twelve12-month period beginning on February 15 September 6th of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2020 102.000 % 2025 101.750 2021 101.000 % 2026 2022 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.06.
Appears in 2 contracts
Sources: Indenture (Concordia International Corp.), Indenture (Concordia Investment Holdings (Jersey) LTD)
Optional Redemption. (a) At On or after January 15, 2024, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the periods indicated below, subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date: Twelve-month period on or after January 15, 2024 102.500 % Twelve-month period on or after January 15, 2025 101.250 % On or after January 15, 2026 100.000 %
(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph (5), at any time prior to February January 15, 2024, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000105.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the redemption date of redemption (subject to the rights of the Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings; provided that
(1) that at least 6065% of the in aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent and that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the such redemption occurs within 90 45 days of the date of the closing of such Equity Offering.
(bc) At any time prior to February January 15, 2024, the Company may on any one or more occasions also redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)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 redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(d) Any redemption pursuant to subparagraphs (a), (b) and (c) Except pursuant of this Paragraph (5) may, at the discretion of the Company, be subject to Section 3.07(a)the satisfaction of one or more conditions precedent. If such redemption is so subject to satisfaction of one or more conditions precedent, Section 3.07(b) such notice shall describe each such condition, and Section 3.10 hereofif applicable, the Notes will not be redeemable shall state that, at the Company’s option prior to February 15discretion, 2024.
the redemption date may be delayed until such time (dprovided, however, that any delayed redemption date shall not be more than 60 days after the date the relevant notice of redemption was sent) On as any or after February 15all such conditions shall be satisfied, 2024or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date or by the redemption date as delayed. In addition, the Company may on any one or more occasions redeem all or a part provide in such notice that payment of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued price and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 performance of the years indicated below, subject Company’s obligations with respect to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %such redemption may be performed by another Person.
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall The Notes may also be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, redeemed in the Company’s discretion, be subject to circumstances described in Sections 3.10 and 3.11 of the satisfaction of one or more conditions precedentIndenture.
Appears in 2 contracts
Sources: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Optional Redemption. (a) At any time prior to February October 15, 20242012, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000113.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment datedate that is on or prior to the applicable date of redemption), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the The Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes redeemedamount) set forth below, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to but not including the applicable date of redemption, if redeemed during the periods beginning on dates indicated below (subject to the rights of Holders of the Notes on the relevant regular record date to receive interest due on the relevant interest payment date.date that is on or prior to the applicable date of redemption): For the period below Percentage On or after October 15, 2012 106.750 % On or after October 15, 2013 103.375 % On or after April 15, 2014. 100.000 %
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February October 15, 2024.
(d) On or after February 15, 20242012, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth belowthe Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, redemption (subject to the rights of Holders of Notes on the relevant regular record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 date that is on or prior to the applicable date of redemption). Except pursuant to Sections 3.07(a) and thereafter 100.000 %
(e) 3.07(c), the Notes will not be redeemable at the Company’s option prior to October 15, 2012. The Company is not, however, prohibited under this Indenture from acquiring Notes by means other than a redemption, whether pursuant to open-market transactions, tender offers or otherwise so long as such acquisition does not otherwise violate the terms of this Indenture. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fd) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.06.
Appears in 2 contracts
Sources: Indenture (Alon Refining Krotz Springs, Inc.), Indenture (Alon USA Energy, Inc.)
Optional Redemption. (a) At any time prior to February 15August 1, 20242012, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Euro Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000111.75 % of the principal amount of the Euro Notes redeemed and up to 35% of aggregate principal amount of Dollar Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 112.00% of the principal amount of the Dollar Notes redeemed, in each case, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1i) at least 6065% of the aggregate principal amount of the Euro Notes and at least 65% of the aggregate principal amount of the Dollar Notes originally issued under this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15August 1, 20242012, the Company Issuer may on any one or more occasions redeem all or a part of the Euro Notes and/or Dollar Notes, as the case may be, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in delivered to each Holder pursuant to Section 3.03 hereof), and Section 13.01 at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(bsubsections (a) and (b) of this Section 3.10 hereof3.07 and Section 3.08, the Notes will not be redeemable at the CompanyIssuer’s option prior to February 15August 1, 2024.
(d) 2012. On or after February 15August 1, 20242012, the Company Issuer may on any one or more occasions redeem all or a part of the Euro Notes and/or Dollar Notes, as the case may be, upon not less than 15 30 nor more than 60 days’ notice (except as provided in delivered to each Holder pursuant to Section 3.03 hereof), and Section 13.01 at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 August 1 of the years indicated below, subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2012 105.875 % 2025 101.750 106.000 % 2026 2013 and thereafter 100.000 % 100.000 %
(ed) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the CompanyIssuer’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 2 contracts
Sources: Indenture (Sappi LTD), Indenture (Sappi LTD)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February April 15, 20242015, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(ci) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February of the Issuers, in whole or in part, at any time on or after April 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2015, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February April 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateindicated: 2024 103.500 Year Redemption Price 2015 104.500 % 2025 101.750 2016 102.250 % 2026 2017 and thereafter 100.000 %
(eii) Unless In addition to the Company defaults in the payment optional redemption of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to in accordance with the provisions of Sections 3.01 through 3.06 hereof the preceding paragraph, prior to April 15, 2015, the Issuers may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 109.000% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the 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 that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. Notice of any redemption upon any Qualified Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, in at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering.
(iii) The Company will have the right to redeem the Notes following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to such Change of Control.
(b) The Issuers may, at any time and from time to time, purchase Notes in the open market or otherwise, subject to compliance with this Indenture and compliance with all applicable securities laws.
Appears in 2 contracts
Sources: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)
Optional Redemption. (a) At any time prior to February June 15, 20242014, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000108.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with an amount equal to the net cash proceeds of an Equity OfferingOffering by Eldorado or a contribution to Eldorado’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by Eldorado’s direct or indirect parent; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company Eldorado and its SubsidiariesEldorado’s subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 45 days of the date of the closing of such Equity Offering.
(b) In addition, not more than once during each twelve-month period ending on June 15 of 2012, 2013 and 2014, the Issuers may redeem up to $18.0 million in principal amount of the Notes in each such twelve-month period, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 103% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the date of redemption (subject to the rights of holders of Notes on the relevant record date to receive interest on the relevant interest payment date).
(c) At any time prior to February June 15, 20242015, the Company Issuers, at their option, may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(cd) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe three preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February June 15, 20242015.
(de) On or after February June 15, 20242015, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, any on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, below (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 ): 2015 104.313 % 2025 101.750 2016 102.156 % 2026 2017 and thereafter 100.000 %
(e) % Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 2 contracts
Sources: Indenture (Eldorado Resorts, Inc.), Indenture (NGA Holdco, LLC)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February October 15, 20242015, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after October 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2015, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateindicated: 2024 103.500 Year Percentage 2015 105.625 % 2025 101.750 2016 102.813 % 2026 2017 and thereafter 100.000 %
(ec) Unless In addition to the Company defaults in the payment optional redemption of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to in accordance with the provisions of Sections 3.01 through 3.06 hereof and notice the preceding paragraph, prior to October 15, 2015, the Company may, in with the Company’s discretion, be subject to the satisfaction net proceeds of one or more conditions precedentQualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 111.250% of the principal amount of thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the 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 that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
Appears in 2 contracts
Sources: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February October 15, 20242013, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30, nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal mailed by first-class mail to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after October 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2013, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to be redeemed to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 , if redeemed during periods indicated below). October 15, 2013 – October 14, 2014 101.7613 % 2025 101.750 % 2026 October 15, 2014 and thereafter 100.000 %
100.0000 % The Redemption Price for the period commencing October 15, 2013 through October 14, 2014 shall be increased by (ea) Unless 0.3500% if the Company defaults makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2010; (b) 0.3000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2011; (c) 0.2000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2011; and (d) 0.1500% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2012. For the avoidance of any doubt, the aforementioned increases would be cumulative and would equal a maximum of 1.000% in the payment of event that the redemption priceCompany were to make an Interest Assignment Election with respect to all four semi-annual interest periods. The Redemption Price for the period commencing October 15, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 2014 through October 14, 2015 shall be made pursuant increased by (a) 0.4500% if the Company makes an Interest Assignment Election with respect to the provisions semi-annual interest period commencing on October 16, 2010; (b) 0.4000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2011; (c) 0.3500% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2011; and (d) 0.3000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2012. For the avoidance of Sections 3.01 through 3.06 hereof any doubt, the aforementioned increases would be cumulative and notice may, would equal a maximum of 1.500% in the Company’s discretionevent that the Company were to make an Interest Assignment Election with respect to all four semi-annual interest periods. Commencing October 15, 2015, the Redemption Price shall be subject to the satisfaction of one or more conditions precedent100.0000%.
Appears in 2 contracts
Sources: Credit Agreement (Music123, Inc.), Credit Agreement (Music123, Inc.)
Optional Redemption. (a) At any time prior to February On and after July 15, 20242015, the Company Issuer may on any one redeem the Notes, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, upon giving not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)3.03, at a the redemption price equal to 107.000% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsthereon, if anyany to, to but not including including, the date of redemption (applicable Redemption Date, subject to the rights right of Holders of Notes of record on the relevant record date Record Date to receive interest due on the relevant interest payment date)Interest Payment Date, with an amount equal to if redeemed during the net cash proceeds twelve-month period beginning on July 15 of an Equity Offering; provided that
(1) at least 60% each of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company years indicated below: 2015 105.750 % 2016 102.875 % 2017 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.thereafter 100.000 %
(b) At any time prior to February July 15, 20242015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)3.03, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if anyany to, to but not including including, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(c) Until July 15, 2014, the Issuer may, at its option, on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes at a redemption price equal to 111.5% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable Redemption Date, subject to the right of Holders of Notes of record on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, with the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any net cash proceeds of one or more occasions redeem all or a part Equity Offerings; provided that at least 65% of the Notessum of the original aggregate principal amount of Notes issued under this Indenture and the original principal amount of any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the redemption thereof, upon not less than 15 nor more than 60 days’ and any such redemption or notice (except as provided in Section 3.03 hereof)may, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the CompanyIssuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
Appears in 2 contracts
Sources: Indenture (INC Research Holdings, Inc.), Indenture (INC Research Holdings, Inc.)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February October 15, 20242015, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February of the Issuers, in whole or in part, at any time on or after October 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2015, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateindicated: 2024 103.500 Year Redemption Price 2015 105.625 % 2025 101.750 2016 102.813 % 2026 2017 and thereafter 100.000 %
(ec) Unless In addition to the Company defaults in the payment optional redemption of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to in accordance with the provisions of Sections 3.01 through 3.06 hereof the preceding paragraph, prior to October 15, 2015, the Issuers may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 111.250% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the 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 that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering. Notice of any redemption upon any Qualified Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, in at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering. The Issuers shall have the right to redeem the Notes following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to such Change of Control.
Appears in 2 contracts
Sources: Indenture (Ryerson Holding Corp), Indenture (Ryerson International Material Management Services, Inc.)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(i) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February 15, 2024.
(d) On or after February 15, 20242026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026.
(d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2026 101.875 % 2025 101.750 2027 101.250 % 2026 2028 100.625 % 2029 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayof the Indenture.
(f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, in the Company’s discretion, be subject whether pursuant to the satisfaction of one a tender offer or more conditions precedentotherwise.
Appears in 2 contracts
Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000103.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February 15, 2024.
(d) On or after February 15, 20242026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026.
(d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2026 101.875 % 2025 101.750 2027 101.250 % 2026 2028 100.625 % 2029 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayhereof.
(f) The provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.
(g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company’s discretion, be subject or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the satisfaction price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of one redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or more conditions precedentother offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).
Appears in 2 contracts
Sources: Indenture (Clearway Energy, Inc.), Indenture (Clearway Energy LLC)
Optional Redemption. (a) At any time prior to February 15, 2024Beginning on the Initial Redemption Date, the Company may on any one shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a the following redemption price equal to 107.000% prices (expressed as percentages of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption thereof) (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on March 15 of the year set forth below: 2022 103.750 % 2023 101.875 % 2024 and thereafter 100.000 % In addition, prior to March 15, 2022, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 107.500%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of an Equity Offeringthe Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that
: (1) at least 6065% of the such aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (except to other than Notes held, directly or indirectly by the extent that all remaining outstanding Notes are substantially concurrently repurchased Company or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indentureits Affiliates); and
and (2) the each such redemption occurs within 90 days of after the date of the closing of such related Equity Offering.
(b) At . Notice of any time redemption upon any Equity Offering may be given prior to February the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to March 15, 20242022, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
). Notice of such redemption shall be sent to The Depository Trust Company (c) Except pursuant to Section 3.07(a“DTC”), Section 3.07(b) and Section 3.10 hereof, in the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part case of the Global Notes, upon or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, days prior to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February March 15, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2023 102.563 % 2024 103.500 101.708 % 2025 101.750 100.854 % 2026 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to March 15, 2023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 105.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of one or more conditions precedentEquity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to March 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) At any time, 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 do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder 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 excluding, the date of such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February 15August 1, 20242023, at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes issued under this Indenture, Issuer upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(ci) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15of the Issuer, 2024.
(d) On in whole or in part, at any time on or after February 15August 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2023, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February 15 August 1 of the years indicated belowindicated: 2023 104.250% 2024 102.125% 2025 and thereafter 100.000%
(ii) In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to August 1, 2023, the Issuer may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.5% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 50% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent or its Subsidiaries and except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
(iii) At any time and from time to time prior to August 1, 2023, the Issuer at its option may during each twelve month period commencing on the Issue Date redeem Notes in an aggregate principal amount equal to up to 10.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a Redemption Price (expressed as a percentage of principal amount to be redeemed) of 103.0%, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights right of Holders of Notes 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).
(iv) In addition, at any time prior to August 1, 2022, the Issuer at its option may redeem Notes in an aggregate principal amount equal to $100.0 million on a one-time basis from the net cash proceeds received from the sale of real property, at a Redemption Price (expressed as a percentage of principal amount to be redeemed) of 104.0%, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of date that is on or prior to the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date).
(fv) Any Notice of any redemption pursuant to this Section 3.07 shall be made pursuant to may at the provisions of Sections 3.01 through 3.06 hereof and notice may, in the CompanyIssuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Qualified Equity Offering, the consummation of a Change of Control or consummation of a refinancing of any Debt. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). The Issuer may also provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.
(vi) If the optional redemption date is after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Notes are registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Issuer.
(vii) The Issuer will have the right to redeem the Notes at a Redemption Price equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to such Change of Control.
(b) The Issuer may, at any time and from time to time, purchase Notes in the open market or otherwise, subject to compliance with this Indenture and compliance with all applicable securities laws.
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Optional Redemption. (a) At any time prior to February December 15, 20242014, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, Indenture upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000of 112.750% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest interest, premium, if any, and Additional AmountsInterest, if any, to but not including the redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February December 15, 20242014, the Company may also on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(bthe clauses (a) and Section 3.10 hereof(b) above, the Notes will not be redeemable at the Company’s option prior to February December 15, 20242014.
(d) On or after February December 15, 20242014, the Company may redeem on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)to the Holders of the Notes, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-twelve month period beginning on February December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2014 106.375 % 2025 101.750 % 2026 2015 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Castle a M & Co)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15November 1, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2015 103.7500% 2025 101.750 2016 102.5000% 2026 2017 101.2500% 2018 and thereafter 100.000 %
(e) 100.0000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to November 1, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 107.50% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more conditions precedentEquity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to November 1, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) At any time and from time to time prior to November 1, 2015, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February April 15, 20242022, upon not less than ten nor more than 60 days’ prior notice delivered or mailed to each Holder or otherwise given in accordance with the procedures of the Depositary, the Company may redeem all or part of the Notes at a redemption price equal to 100.0% of the aggregate principal amount thereof plus the Applicable Premium as of, plus accrued and unpaid interest, if any, to, the applicable redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date).
(b) At any time prior to April 15, 2022, the Company may on any one or more occasions redeem up to 40% of the aggregate original principal amount of Notes issued under this Indenture, upon Indenture (calculated after giving not less than 15 nor effect to any issuance of Additional Notes) with the net cash proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings at a redemption price equal to 107.000of 105.625% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the applicable redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment an Interest Payment Date falling on or prior to such redemption date), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1) at least 6050% of the aggregate original principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiariescalculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the such redemption occurs within 90 180 days of the date of after the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to clause (a) or (b) of this Section 3.07(a3.01 or Section 4.14(f), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February April 15, 20242022.
(d) On or and after February April 15, 20242022, the Company may on any one or more occasions may, at its option, redeem all or or, from time to time, a part of the Notes, Notes upon not less than 15 ten nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the following redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountson the Notes, if any, on the Notes redeemed, to the applicable redemption date (subject to the right of redemptionHolders of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date falling on or prior to such redemption date), if redeemed during the twelve-month period beginning on February April 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 102.813% 2023 101.406% 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 100.000%
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 3.01 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof Section 3.03 hereof.
(f) If the optional redemption date is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the Note is registered at the close of business, on such Regular Record Date.
(g) Any redemption notice may, in at the Company’s discretion, be subject to one or more conditions precedent. The redemption date of any redemption that is subject to the satisfaction of one or more conditions precedentprecedent may, at the Company’s discretion, be delayed until such time as any or all such conditions shall be satisfied (or waived by the Company in its discretion), or such redemption may not occur and any notice with respect to such redemption may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). In addition, such notice of redemption may be extended, if such conditions shall not have been satisfied (or waived by the Company in its discretion) by providing notice to the Holders.
Appears in 1 contract
Sources: Indenture (Viasat Inc)
Optional Redemption. (a) At any time Except pursuant to clause (b) or (c) of this Section 3.7, Floating Rate Notes will not be redeemable at the Company’s option prior to February April 15, 20242008. Except pursuant to clause (b) or (d) of this Section 3.7, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Fixed Rate Notes issued under this Indenture, upon giving will not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held be redeemable by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except prior to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in fullApril 15, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering2009.
(b) At any time prior to February April 15, 20242008, in the case of the Floating Rate Notes, and April 15, 2009, in the case of the Fixed Rate Notes, the Company Company, at its option, may on any use the net cash proceeds of one or more occasions Public Equity Offerings to redeem all or a part up to an aggregate of 40% of the aggregate principal amount of Floating Rate Notes and up to an aggregate of 40% of the aggregate principal amount of Fixed Rate Notes issued under this Indenture (including respective series of Subsequent Series Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), if any) at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus a premium (as a percentage of the principal amount of the Notes to be redeemed) equal to the applicable interest rate on the date on which notice of redemption was given, in the case of Floating Rate Notes, and 107% of the aggregate principal amount of the Notes to be redeemed, in the case of Fixed Rate Notes, plus, in each case, accrued and unpaid interest, if any, to the redemption date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date). At least 60% of the aggregate principal amount of Notes of the applicable series being redeemed (including Subsequent Series Notes, if any) must remain outstanding immediately after the occurrence of such redemption. In order to effect any such redemption, the Company must complete such redemption within 60 days of the closing of the Public Equity Offering.
(c) At any time prior to April 15, 2008, the Company may redeem all or a part of Floating Rate Notes, at a redemption price equal to 100% of the principal amount of Floating Rate Notes redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption, subject to the rights of Holders of the Floating Rate Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024Interest Payment Date.
(d) On or after February At any time prior to April 15, 20242009, the Company may on any one or more occasions redeem all or a part of the Fixed Rate Notes, upon not less than 15 nor more than 60 days’ notice at a redemption price equal to 100% of the principal amount of Fixed Rate Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject to the rights of Holders of Fixed Rate Notes on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(except as provided e) On and after April 15, 2008, the Company may redeem Floating Rate Notes, in Section 3.03 hereof)whole or in part, at the redemption prices (expressed as percentages of principal amountamount of Floating Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date redemption date, subject to the right of redemptionHolders of Floating Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February April 15 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2008 103.000 % 2025 101.750 2009 102.000 % 2026 2010 101.000 % 2011 and thereafter 100.000 %
(ef) Unless On and after April 15, 2009, the Company defaults may redeem Fixed Rate Notes, in the payment of whole or in part, at the redemption priceprices (expressed as percentages of principal amount of Fixed Rate Notes to be redeemed) set forth below, plus accrued and unpaid interest will cease thereon and Additional Interest, if any, to accrue on the Notes or portions thereof called for redemption on the applicable redemption date., subject to the right of Holders of Fixed Rate Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below: 2009 105.250 % 2010 103.500 % 2011 101.750 % 2012 and thereafter 100.000 %
(fg) Any redemption pursuant to this Section 3.07 3.7 shall be made pursuant to the provisions of Sections 3.01 Section 3.1 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.6.
Appears in 1 contract
Sources: Indenture (Autonation Inc /Fl)
Optional Redemption. (a) At any time prior to February March 15, 2024, the Company may on any one or more occasions redeem (i) up to 40% of the aggregate principal amount of 2029 Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice Supplemental Indenture (except as provided in Section 3.03 hereof), including any Additional 2029 Notes) at a redemption price equal to 107.000103.750% of the principal amount of the 2029 Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of 2029 Notes on the relevant record date Regular Record Date to receive interest on the relevant interest payment Interest Payment date), with the net cash proceeds of an Equity Offering and (ii) up to 40% of the aggregate principal amount of 2031 Notes issued under this Supplemental Indenture (including any Additional 2031 Notes) at a redemption price equal to 104.000% of the principal amount of the 2031 Notes redeemed, plus accrued and unpaid interest, if any, to, but not including, the date of redemption (subject to the rights of Holders of 2031 Notes on the relevant Regular Record Date to receive interest on the relevant Interest Payment Date), with the net cash proceeds of an Equity Offering; provided that:
(1) at least 60% of the aggregate principal amount of Notes of the Notes series being redeemed originally issued under this Supplemental Indenture (excluding Notes of the applicable series held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(b) (i) At any time prior to February March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), 2029 Notes at a redemption price equal to 100% of the principal amount of the 2029 Notes redeemed, plus the 2029 Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption, subject to the rights of Holders of the 2029 Notes on the relevant record date Regular Record Date to receive interest due on the relevant Interest Payment Date; and (ii) at any time prior to March 15, 2026, the Company may on any one or more occasions redeem all or a part of the 2031 Notes at a redemption price equal to 100% of the principal amount of the 2031 Notes redeemed, plus the 2031 Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the date of redemption, subject to the rights of Holders of 2031 Notes on the relevant Regular Record Date to receive interest payment datedue on the relevant Interest Payment Date.
(c) Except pursuant to Section 3.07(aSections 3.03(a) and (b), Section 3.07(b) and Section 3.10 hereof, the 2029 Notes will not be redeemable at the Company’s option prior to February March 15, 20242024 and the 2031 Notes will not be redeemable at the Company’s option prior to March 15, 2026.
(d) (i) On or after February March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), 2029 Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the 2029 Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date Regular Record Date to receive interest due on the relevant interest payment dateInterest Payment Date: 2024 103.500 101.875% 2025 101.750 100.938% 2026 and thereafter 100.000 100.000%
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: First Supplemental Indenture (Charles River Laboratories International, Inc.)
Optional Redemption. (a) At any time prior to February 15, 2024Beginning on the Initial Redemption Date, the Company may on any one shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a the following redemption price equal to 107.000% prices (expressed as percentages of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption thereof) (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on November 15 of the year set forth below: 2022 102.750% 2023 101.375% 2024 and thereafter 100.000% In addition, prior to November 15, 2022, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 105.500%, plus accrued and unpaid interest, if any, 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), with an amount equal not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of an Equity Offeringthe Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that
: (1) at least 6065% of the such aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (except to other than Notes held, directly or indirectly by the extent that all remaining outstanding Notes are substantially concurrently repurchased Company or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indentureits Affiliates); and
and (2) the each such redemption occurs within 90 days of after the date of the closing of such related Equity Offering.
(b) At . Notice of any time redemption upon any Equity Offering may be given prior to February the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to November 15, 20242022, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
). Notice of such redemption shall be sent to The Depository Trust Company (c) Except pursuant to Section 3.07(a“DTC”), Section 3.07(b) and Section 3.10 hereof, in the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part case of the Global Notes, upon or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, days prior to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Optional Redemption. (a) At any time prior to February June 15, 20242015, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000108.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), Interest Payment Date) with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February June 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to June 15, 2016.
(d) On or after June 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: 2024 103.500 2016 104.438 % 2025 101.750 2017 102.219 % 2026 2018 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February November 15, 20242019, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company Issuer may on any one or more occasions redeem all or a part of the 2020 Euro Notes, upon giving not less than 15 ten (10) nor more than 60 sixty (60) days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the 2020 Euro Notes redeemed, plus the Applicable 2020 Euro Notes Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemptionredemption date, subject to the rights of Holders of the 2020 Euro Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(db) On or after February November 15, 20242019, the Company Issuer may on any one or more occasions redeem all or a part of the 2020 Euro Notes, upon not less than 15 ten (10) nor more than 60 sixty (60) days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth below2020 Euro Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to but excluding the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated belowredemption date, subject to the rights of Holders of the 2020 Euro Notes on the relevant record date to receive interest due on the relevant interest payment date.](26)
(a) At any time prior to August 15, 2022, the Issuer may on any one or more occasions redeem all or a part of the 2023 Euro Notes, upon not less than ten (10) nor more than sixty (60) days’ prior notice, at a redemption price equal to 100% of the principal amount of 2023 Euro Notes redeemed, plus the Applicable 2023 Euro Notes Premium as of, and accrued and unpaid interest, if any, to but excluding the redemption date, subject to the rights of Holders of the 2023 Euro Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f26) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.Use for 2020 Notes
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 20242025, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at a redemption price equal to 107.000104.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including including, the redemption date of redemption (subject to the rights of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to of cash not greater than the net cash proceeds of an Equity Offering; provided that
: (1) at least 60% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full redemption; and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(b) . At any time prior to February 15, 20242025, the Company may on Notes shall be redeemable in whole at any one time or more occasions redeem all or a in part of from time to time, at the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)Issuer’s option, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including including, the redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) . On or after February 15, 20242025, the Company may on Notes shall be redeemable in whole at any one time or more occasions redeem all or a in part of from time to time, at the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)Issuer’s option, at the redemption prices (expressed as in percentages of principal amount) set forth belowamount on the redemption date), plus accrued and unpaid interest and Additional Amountsinterest, if any, on to but not including the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of Notes 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 February 15 of the years set forth below: 2024 103.500 % 2025 101.750 102.125 % 2026 101.063 % 2027 and thereafter 100.000 %
(e) Unless % Except as set forth above, the Company defaults in Notes shall not be redeemable at the payment election of the redemption price, interest will cease Issuer prior to accrue on the maturity. The Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall not be made pursuant entitled to the provisions benefit of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedentany sinking fund.
Appears in 1 contract
Sources: Indenture (Hess Midstream LP)
Optional Redemption. (a) At any time prior to February November 15, 20242018, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (which includes Additional Notes, if any) issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with in an amount equal not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that:
(1) at least 60% of the aggregate principal amount of the Notes originally (which includes Additional Notes, if any) issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the each such redemption occurs within 90 days of after the date of the closing of such the related Equity Offering.
(b) At any time prior to February November 15, 20242018, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February November 15, 20242018.
(d) On or after February November 15, 20242018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February November 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2018 103.750 % 2025 101.750 2019 102.500 % 2026 2020 101.250 % 2021 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 3.06 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.05 hereof.
Appears in 1 contract
Sources: Indenture (Jarden Corp)
Optional Redemption. (a) At any time prior to February January 15, 20242021, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offeringone or more equity offerings, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 180 days of the date of the closing of such Equity Offeringequity offering.
(b) At any time prior to February January 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to January 15, 2023.
(d) On or after January 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2023 102.875 % 2024 103.500 101.917 % 2025 101.750 100.958 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) % Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in of the Company’s discretion, be subject to the satisfaction of one or more conditions precedentSupplemental Indenture.
Appears in 1 contract
Optional Redemption. 5
(a) At any time prior to February [August 15], 2024, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”), subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment.
(b) At any time and from time to time prior to [August 15], 2024, the Company may, on one or more occasions occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 4035.0% of the original aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Indenture at a redemption price equal to 107.000% (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 109.00%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024excluding, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionapplicable Redemption Date, subject to the rights right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date., with the Net Cash Proceeds received by the Company of one or more Equity Offerings; provided that not less than 60.0% of the original aggregate principal amount of Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption, excluding Notes held by the Company or any of its Restricted Subsidiaries; provided further that each such redemption occurs not later than 90 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.5. 6
(c) Except pursuant to Section 3.07(a), Section 3.07(bclauses (a) and (b) of this Section 3.10 hereof5.6, the Notes will not be redeemable at the CompanyIssuer’s option prior to February [August 15], 2024.
(d) On At any time and from time to time on or after February [August 15], 2024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 15 10 nor more than 60 days’ notice (except as provided prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in Section 3.03 hereof), the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest and Additional Amountsthereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of 5 NTD: 2030 Notes and 2031 Notes’ schedule as follows: 2030: NC2, then callable at 104.5% in year 3, 103% in year 4, 101.5% in year 5, and 100% thereafter 2031: NC5, then callable at 104.5% in year 6, 102.25% in year 7, and 100% thereafter 6 NTD: Section 5.6(b) only on 2028 Notes and 2030 Notes; No claw on 2031 Notes. the Notes on the Notes redeemed, relevant record date to receive interest due on the applicable date of redemptionrelevant interest payment date, if redeemed during the twelve-month period beginning on February 15 [August 15] of each of the years indicated in the table below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 103.500 104.500 % 2025 101.750 102.250 % 2026 and thereafter 100.000 %
(e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Disposition 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 Notes in such tender offer and the Company, or any third party making such 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 shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, 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 other Holder (excluding any early tender or incentive fee payable in a tender offer other than a Change of Control Offer, Collateral Disposition Offer or Asset Disposition Offer) 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.
(f) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(fg) For the avoidance of doubt, the requirement to make any payment described in this Section 5.6 shall only arise in connection with the Issuer’s voluntary election, if any, to redeem Notes pursuant to the optional redemption provisions of this Indenture, and not in connection with any other payment, distribution, recovery or satisfaction in respect of the Notes, including in the case of a default, voluntary or otherwise.
(h) [reserved].
(i) Any redemption pursuant to this Section 3.07 5.6 shall be made pursuant to the provisions of Sections 3.01 5.1 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent5.5.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15June 1, 20242023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureIndenture (including any Additional Notes), upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000104.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15June 1, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section Sections 3.07(a), Section 3.07(b) and Section 3.10 hereof(b), the Notes will not be redeemable at the Company’s option prior to February 15June 1, 20242023.
(d) On or after February 15June 1, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 June 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2023 102.1250 % 2024 103.500 101.0625 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) 100.0000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 3.02 through 3.06 hereof and notice mayhereof.
(f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company or any third party making such tender offer in lieu of the Company’s discretion, be subject 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 to the satisfaction Trustee and each Holder of one or Notes, given not more conditions precedentthan 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 other Holder in such tender offer (which may be less than par) 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; provided, that such redemption price shall not be less than 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
Appears in 1 contract
Sources: Indenture (Teleflex Inc)
Optional Redemption. (aA) At any time prior to February December 15, 20242019, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000110.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date), with in an amount equal not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(bB) At any time prior to February December 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.
(except as provided C) Except pursuant to the preceding paragraphs and Section 4.14(e) in Section 3.03 hereof)the Indenture, the Notes will not be redeemable at the Company’s option prior to December 15, 2019.
(D) On or after December 15, 2019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: 2024 103.500 2019 105.50 % 2025 101.750 2020 103.50 % 2026 2021 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (Ion Geophysical Corp)
Optional Redemption. (a) At any time prior to February 15April 1, 20242020, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureIndenture (including Additional Notes, if any), upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000105.25% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption date, (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings of the Company; provided that:
(1i) at least 6050% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15April 1, 20242020, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to the rights of Holders holders of the Notes notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15April 1, 20242020.
(d) On or after February 15April 1, 20242020, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2020 103.9375 % 2025 101.750 2021 102.6250 % 2026 2022 101.3125 % 2023 and thereafter 100.000 %
(e) 100.0000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February June 15, 20242018, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000106.00% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with in an amount equal not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that:
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February June 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided c) At any time prior to the maturity of the Notes, if at least 90% of the principal amount of the Notes have previously been repurchased and cancelled in Section 3.03 hereofconnection with a Change of Control Offer, the Company may redeem all of the remaining Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 101% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(d) Except pursuant to Sections 3.07(a), (b) and (c), the Notes will not be redeemable at the Company’s option prior to June 15, 2018.
(e) On or after June 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2018 104.500 % 2025 101.750 2019 103.000 % 2026 2020 101.500 % 2021 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Carmike Cinemas Inc)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15November 1, 20242016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2016 104.500 % 2025 101.750 2017 103.000 % 2026 2018 101.500 % 2019 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to November 1, 2016, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 106.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more conditions precedentEquity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to November 1, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February March 15, 20242016, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000106.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the relevant interest payment redemption date), ) with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company or contribution to the Company’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company of the Company; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company, any direct or indirect parent of the Company and its SubsidiariesAffiliates) remains remain outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject to the rights of Holders on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(except as provided in Section 3.03 hereofc) Except pursuant to the preceding paragraphs (a) and (b), the Notes will not be redeemable at the Company’s option prior to March 15, 2016.
(d) On or after March 15, 2016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the relevant interest payment redemption date: 2024 103.500 Year Percentage 2016 104.594 % 2025 101.750 2017 103.063 % 2026 2018 101.531 % 2019 and thereafter 100.000 %
% In connection with any redemption of the Notes (e) including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 20241 June 2015, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Fixed Rate Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000106% of the principal amount of the Fixed Rate Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of one or more Equity Offerings the proceeds of which are contributed to the Company (other than in the form of an Equity Offering; Excluded Contribution or Parent Debt Contribution) in the form of a subscription for, or a capital contribution in respect of, Capital Stock (other than Disqualified Stock) of the Company or as Subordinated Shareholder Debt of the Company, provided that:
(1) at least 60% of the aggregate principal amount of the Fixed Rate Notes originally issued under this Indenture (excluding Fixed Rate Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 20241 June 2015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Fixed Rate Notes upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Fixed Rate Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders holders of the Fixed Rate Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section Sections 3.07(a), Section ) and 3.07(b) and except pursuant to Section 3.10 hereof3.10, the Fixed Rate Notes will not be redeemable at the CompanyIssuer’s option prior to February 15, 20241 June 2015.
(d) On or after February 15, 20241 June 2015, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, Fixed Rate Notes upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Fixed Rate Notes redeemed, to the applicable date of redemption, if redeemed during on or after the twelve-month period beginning on February 15 of the years dates indicated below, subject to the rights of Holders holders of Fixed Rate Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 June 2015 ..................................................................................................... 103.000% 2025 101.750 June 2016 ..................................................................................................... 101.500% 2026 and thereafter 100.000 June 2017 ..................................................................................................... 100.000%
(e) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Fixed Rate Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 Sections 3.07(a) through 3.07(e) hereof shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof hereof. Any redemption and notice may, in the CompanyIssuer’s discretion, be subject to the satisfaction of one or more conditions precedent.
(g) At any time prior to 1 June 2014, the Issuer may on any one or more occasions redeem all or a part of the Floating Rate Notes upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Floating Rate Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amounts, if any, to the date of redemption, subject to the rights of holders of the Floating Rate Notes on the relevant record date to receive interest due on the relevant interest payment date.
(h) At any time prior to 1 June 2014, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Floating Rate Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% plus the Applicable Rate in effect on the date on which the notice of redemption is given, of the principal amount of the Floating Rate Notes, plus accrued and unpaid interest and Additional Amounts, if any, to the date of redemption (subject to the rights of holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more Equity Offerings the proceeds of which are contributed to the Company (other than in the form of an Excluded Contribution or Parent Debt Contribution) in the form of a subscription for, or a capital contribution in respect of, Capital Stock (other than Disqualified Stock) of the Company or as Subordinated Shareholder Debt of the Company, provided that:
(1) at least 60% of the aggregate principal amount of the Floating Rate Notes originally issued under this Indenture (excluding Floating Rate Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(i) Except pursuant to Sections 3.07(g) and 3.07(h) and except pursuant to Section 3.10, the Floating Rate Notes will not be redeemable at the Issuer’s option prior to 1 June 2014.
(j) On or after 1 June 2014 the Issuer may on any one or more occasions redeem all or a part of the Floating Rate Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Floating Rate Notes redeemed, to the applicable date of redemption, if redeemed during the twelve- month period beginning in June of the years indicated below, subject to the rights of holders of Floating Rate Notes on the relevant record date to receive interest on the relevant interest payment date: Date Redemption Price June 2014 101.000% June 2015 100.000%
(k) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Floating Rate Notes or portions thereof called for redemption on the applicable redemption date.
(l) Any redemption pursuant to Sections 3.07(f) through 3.07(k) hereof shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. Any redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Senior Secured Notes Indenture
Optional Redemption. (a) At any time prior to February May 15, 20242015, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000107.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with in an amount equal not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February May 15, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section Sections 3.07(a), Section 3.07(b) and Section 3.10 hereof(b), the Notes will not be redeemable at the Company’s option prior to February May 15, 20242015.
(d) On or after February May 15, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February May 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2015 105.5313 % 2025 101.750 2016 103.6875 % 2026 2017 101.8438 % 2018 and thereafter 100.000 %
(e) 100.0000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Carmike Cinemas Inc)
Optional Redemption. (a) At any time prior to February October 15, 20242020, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at a redemption price equal to 107.000105.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date), with an amount equal to of cash not greater than the net cash proceeds of an Equity Offering; , provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 120 days of after the date of the closing of such Equity Offering.
(b) At any time prior to February October 15, 20242022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by of the Company) as ofredemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date.
(c) The Issuers may redeem Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) of the Indenture.
(d) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February October 15, 20242022.
(de) On or and after February October 15, 20242022, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: Year Percentage 2022 102.813 % 2023 101.875 % 2024 103.500 100.938 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) % Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (Parsley Energy, Inc.)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February July 15, 20242014, at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes issued under this IndentureTriumph, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February of Triumph, in whole or in part, at any time on or after July 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2014, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February 15 July 15, of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateindicated: 2024 103.500 2014 104.313 % 2025 101.750 2015 102.156 % 2026 2016 and thereafter 100.000 %
(ec) Unless In addition to the Company defaults in the payment optional redemption of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to in accordance with the provisions of Sections 3.01 through 3.06 hereof and notice the preceding paragraph, prior to July 15, 2013, Triumph may, in with the Company’s discretion, be subject to the satisfaction net proceeds of one or more conditions precedentQualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.625% of the principal amount of thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Triumph or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Optional Redemption. (a) At any time prior to February 15Except as set forth in subparagraphs (b), 2024(c) and (d) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to the final maturity of such Notes.
(b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, prior to August 1, 2004 the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureNotes, at its option, upon giving not less than 15 30 nor more than 60 days’ ' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Note Register, in amounts of $1,000 or an integral multiple of $1,000, at a Redemption Price equal to the greater of (except as provided i) 100% of their principal amount or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Yield plus 50 basis points, plus in Section 3.03 hereofeach case accrued but unpaid interest (including Special Interest) to but excluding the Redemption 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).
(c) Prior to August 1, 2002, the Company may redeem up to 331/3% in aggregate principal amount of the Notes originally issued under the indenture at a redemption price equal to 107.000110.0% of the principal amount of the Notes redeemed, plus together with accrued and but unpaid interest and Additional Amounts, if any, (including Special Interest) to but not including the redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant regular record date to receive interest due on the relevant an interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option date that is on or prior to February 15, 2024the redemption date) with the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests); provided that the notice of redemption with respect to any such redemption is mailed within 30 days following the closing of the corresponding public offering.
(d) On or after February 15August 1, 20242004 the Notes will be subject to redemption, in whole or in part, at the option of the Company may on at any one or more occasions redeem all or a part of the Notestime prior to maturity, upon not less than 15 30 nor more than 60 days’ ' notice (except as provided mailed to each Holder of Notes to be redeemed at such Holder's address appearing in Section 3.03 hereof)the register of Holders, in amounts of $1,000 or an integral multiple of $1,000 at the redemption prices (following Redemption Prices, expressed as percentages of principal amount) set forth below, plus accrued and but unpaid interest and Additional Amounts, if any, (including Special Interest) to but excluding the Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable date of redemptionRedemption Date), if redeemed during the twelve-month period beginning on February 15 August, of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2004..................................................................105.0000% 2025 101.750 2005..................................................................103.3333% 2026 2006..................................................................101.6667% 2007 and thereafter 100.000 thereafter...................................................100.0000%
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Optional Redemption. (a) At any time prior to February 15May 1, 20242017, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000106.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity Offeringequity offering.
(b) At any time prior to February 15May 1, 20242019, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15May 1, 20242019.
(d) On or after February 15May 1, 20242019, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 May 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2019 103.125 % 2025 101.750 2020 102.083 % 2026 2021 101.042 % 2022 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) % Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in of the Company’s discretion, be subject to the satisfaction of one or more conditions precedentIndenture.
Appears in 1 contract
Sources: Indenture (NRG Energy, Inc.)
Optional Redemption. (a) At any time prior to February 15Effective from the date hereof until October 14, 20242013, the Company may redeem all or a part of the Units, at any time and on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indentureoccasions, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a the redemption price equal to 107.000% prices (expressed as percentages of the sum of principal amount of the Notes redeemedamount, accrued but unpaid Payment-in-Kind Interest, and default interest that has theretofore been paid in Payment-in-Kind Interest) set forth below, plus accrued and unpaid interest and Additional Amountscash interest, if any, on the Units redeemed, to but not including the applicable date of redemption (redemption, if redeemed during the period beginning October 15 and ending on the dates indicated below, subject to the rights of Holders of Notes Units on the relevant record date to receive interest on the relevant interest payment date): From October 15, with an amount equal 2010 to the net cash proceeds of an Equity Offering; provided that
(1) at least 60October 14, 2011 102.8 % of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except From October 15, 2011 to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in fullOctober 14, or are 2012 107.5 % From October 15, 2012 to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issuedOctober 14, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.2013 112.6 %
(b) At any time prior to February Effective October 15, 20242013 until October 15, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, at any time and on any one or more occasions, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices price (expressed as percentages a percentage of principal amount) set forth belowof 100%, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive cash interest and Payment-in-Kind Interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) . Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fc) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Handy & Harman Ltd.)
Optional Redemption. (a) At any time prior The Notes are not subject to February optional redemption except as provided in this Section 3.07.
(b) On or after January 15, 20242025, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureNotes, in whole or in part, upon giving not less than 15 nor 10 or more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to, but excluding, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of redemption), if redeemed during the 12-month period beginning on January 15 of the years indicated below: 2025 102.938% 2026 101.958% 2027 100.979% 2028 and thereafter 100.000%
(c) Prior to January 15, 2025, the Company may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of Notes originally issued (calculated after giving effect to any issuance of Additional Notes), upon not less than 10 or more than 60 days’ notice, at a redemption price of 105.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption (subject to the right of Holders of record on the relevant record date to receive interest payment date: 2024 103.500 due on an Interest Payment Date that is on or prior to the date of redemption), in an amount not greater than the Net Cash Proceeds of one or more Equity Offerings; provided that at least 65% 2025 101.750 of the aggregate principal amount of Notes originally issued (calculated after giving effect to any issuance of Additional Notes) remains outstanding immediately after such redemption (excluding Notes held by the Company and its Subsidiaries) and that such redemption occurs within 180 days following the closing of any such Equity Offering.
(d) In addition, prior to January 15, 2025, the Company may, on any one or more occasions, redeem the Notes, in whole or in part, upon not less than 10 or more than 60 days’ notice, at a redemption price equal to 100% 2026 of the principal amount of the Notes redeemed plus the Applicable Premium as of, and thereafter 100.000 %accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the date of redemption).
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 3.1 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent3.06.
Appears in 1 contract
Sources: Indenture (Comstock Resources Inc)
Optional Redemption. (a) Except pursuant to Section 3.07(b), (c), or (d), Section 3.10 or Section 4.14(e) hereof, the Notes will not be redeemable at the Company’s option.
(b) At any time prior to February March 15, 20242028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), hereunder at a redemption price equal to 107.000106.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to of cash not greater than the net cash proceeds of an one or more Equity OfferingOfferings; provided that:
(1) at least 60% of the aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under this Indenture hereunder (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(bc) At any time prior to February March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the redemption prices (expressed as percentages principal amount of principal amount) set forth belowthe Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Amountsinterest, if any, on to, but not including, the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(d) On or after March 15, 2028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but not including, the date of redemption, if redeemed during the 12-month period beginning on March 15 of the years indicated below (or thereafter in the case of 2030), subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 2028 103.375 % 2025 101.750 2029 101.688 % 2026 2030 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, or the redemption is subject to satisfaction of one or more conditions precedent and such conditions precedent are not satisfied, the Notes will become due and payable and interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 or Section 4.14(e) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Chord Energy Corp)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 151, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 102.313 % 2025 101.750 101.156 % 2026 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to February 1, 2024, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 104.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of one or more conditions precedentEquity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to February 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) At any time, 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 do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder 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 excluding, the date of such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February September 15, 20242019, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(i) at least 65% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 90 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February September 15, 2024.
(d) On or after February 15, 20242021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to September 15, 2021.
(d) On or after September 15, 2021, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2021 102.500 % 2022 101.667 % 2023 100.833 % 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayof the Indenture.
(f) The provisions of Article 3 of the Indenture do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, in the Company’s discretion, be subject whether pursuant to the satisfaction of one a tender offer or more conditions precedentotherwise.
Appears in 1 contract
Sources: Indenture (NRG Yield, Inc.)
Optional Redemption. (a) At any time prior to February July 15, 20242018, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)this Indenture, at a redemption price equal to 107.000107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to of cash not greater than the net cash proceeds of an one or more Equity Offering; Offerings, provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture on the date of the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 180 days of after the date of the closing of such Equity Offering.
(b) At any time prior to February July 15, 20242018, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)this Indenture, at a redemption price equal to the sum of:
(1) 100% of the principal amount of the Notes redeemedthereof, plus plus
(2) the Applicable Premium (as calculated by of the Company) as ofredemption date, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the redemption date of redemption, (subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(c) The Issuers may redeem the Notes when permitted by, and pursuant to the conditions in, Section 4.15(e) hereof.
(d) Except pursuant to Section 3.07(a), Section 3.07(b(b) and Section 3.10 hereofor (c), the Notes will not be redeemable at the Company’s Issuers’ option prior to February July 15, 20242018.
(de) On or and after February July 15, 20242018, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2018 103.9375 % 2025 101.750 2019 101.9688 % 2026 2020 and thereafter 100.000 100.0000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15August 1, 2024, the Company Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureNotes, in whole or in part, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision Section 3.03 of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as ofPremium, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption (each date on which a redemption occurs, a “Redemption Date”), subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(db) On or and after February 15August 1, 2024, the Company Issuer may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ notice (except as provided in accordance with Section 3.03 hereof)of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 August 1, 2024 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 103.500 102.250 % 2025 101.750 101.125 % 2026 and thereafter 100.000 %
(ec) Unless In addition, prior to August 1, 2024, the Company defaults in the payment Issuer may, at its option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption priceprice equal to 104.500% of the aggregate principal amount of the Notes redeemed, interest will cease plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to accrue the right of Holders of record on the Notes or portions thereof called for redemption relevant Record Date to receive interest due on the applicable relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent company of either of the Issuer after the Issue Date, to the extent such net cash proceeds are contributed to the Issuer; provided that (1) at least 50% of the total of (A) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption date(unless all notes are redeemed substantially concurrently); and (2) each such redemption occurs within 180 days of the date of closing of each such Equity Offering.
(fd) In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (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 other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(e) Any redemption pursuant to this Section 3.07 paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof of the Indenture. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the CompanyIndenture, at the Issuer’s discretion, be subject to the one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuer in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuer may provide in such notice that payment of the redemption price or purchase price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person.
Appears in 1 contract
Sources: Indenture (Healthcare Royalty, Inc.)
Optional Redemption. (a) At any time prior to February October 15, 20242028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 10 nor more than 60 days’ written notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 6050% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 120 days of the date of the closing of such Equity Offering.
(b) At any time prior to February October 15, 20242028, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 10 nor more than 60 days’ written notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February October 15, 20242028.
(d) On or after February October 15, 20242028, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ written notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but not including, the applicable date of redemption, if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %:
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be given prior to the completion of a transaction and any redemption notice may, at the Company’s discretion, be subject to the one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and if applicable, shall state that, in the Company’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
Appears in 1 contract
Sources: Indenture (Viking Holdings LTD)
Optional Redemption. (a) At any time Except as set forth in the following paragraph, the Notes shall not be redeemable at the option of the Company prior to February January 15, 20242007. On or after January 15, 2007, the Company may on any one or more occasions redeem up to 40% Notes shall be redeemable at the option of the aggregate principal amount of Notes issued under this IndentureCompany, upon giving in whole or in part, on not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)' prior notice, at a the following redemption price equal to 107.000% prices (expressed as percentages of the principal amount of the Notes redeemedamount), plus accrued and unpaid interest and Additional Amountsliquidated damages thereon, if any, to but not including the redemption date of redemption (subject to the rights right of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofif redeemed during the 12-month period commencing on January 15, of the Notes will not be redeemable at the Company’s option years set forth below: In addition, prior to February January 15, 2024.
(d) On or after February 15, 20242006, the Company may may, on any one or more occasions occasions, also redeem all or up to a part maximum of 35% of the original aggregate principal amount of the Notes (calculated giving effect to any issuance of Additional Notes, upon not less ) with the Net Cash Proceeds of one or more Equity Offerings (a) by the Company or (b) by Holdings to the extent the Net Cash Proceeds thereof are contributed to the Company or used to purchase Capital Stock (other than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)Disqualified Stock) of the Company from the Company, at a redemption price equal to 108.875% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional Amountsliquidated damages thereon, if any, on the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 ); provided, however, that after giving effect to any such redemption, at least 65% 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on original aggregate principal amount of the Notes or portions thereof called for (calculated giving effect to any issuance of Additional Notes) remains outstanding. Any such redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant within 60 days of such Equity Offering upon not less than 30 nor more than 60 days' notice mailed to each holder of Notes being redeemed and otherwise in accordance with the provisions of Sections 3.01 through 3.06 hereof and notice may, procedures set forth in the Company’s discretion, be subject to the satisfaction of one or more conditions precedentIndenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to February 15October 17, 20242022, the Company may on may, at any one or more occasions redeem time and from time to time, redeem, in the aggregate up to 4035% of the aggregate principal amount of the Notes originally issued under this Indenture, upon giving not less than 15 nor Indenture with the net cash proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings by the Company at a redemption price equal to 107.000% (expressed as a percentage of the principal amount thereof) of the Notes redeemed109.875%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided, with an amount equal to the net cash proceeds of an Equity Offering; provided however, that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or contribution.
(b) At Prior to October 17, 2022, the Company may, at any time prior and from time to February 15time, 2024also redeem all or a part of the Notes, in whole or in part, at a redemption price equal to 100.000% of the principal amount of Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.
(c) [Reserved].
(d) On or after October 17, 2022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amountamount on the Redemption Date) set forth below, below plus accrued and unpaid interest and Additional Amounts, (if any, ) on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the six- or twelve-month period period, as applicable, beginning on February 15 of the years indicated each date set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: October 17, 2022 107.406% April 17, 2023 104.938% April 17, 2024 103.500 102.469% April 17, 2025 101.750 % 2026 and thereafter 100.000 100.000%
(e) Until 120 days after the Issue Date, the Company may, at any time and from time to time, redeem, in the aggregate up to 35% of the aggregate principal amount of the Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility at a redemption price (expressed as a percentage of principal amount thereof) of 103%, plus accrued and unpaid interest, if any, 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 65% of the aggregate principal amount of Notes originally issued under this Indenture (calculated after giving effect to any issuance of Additional Notes and excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption.
(f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(fg) Any redemption pursuant to this Section 3.07 5.07 shall be made pursuant to the provisions of Sections 3.01 5.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent5.06.
Appears in 1 contract
Sources: Indenture (Cleveland-Cliffs Inc.)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February October 15, 20242013, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30, nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal mailed by first-class mail to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after October 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2013, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to be redeemed to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 , if redeemed during periods indicated below). October 15, 2013 — October 14, 2014 101.7613 % 2025 101.750 % 2026 October 15, 2014 and thereafter 100.000 %
100.0000 % The Redemption Price for the period commencing October 15, 2013 through October 14, 2014 shall be increased by (ea) Unless 0.3500% if the Company defaults makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2010; (b) 0.3000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2011; (c) 0.2000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2011; and (d) 0.1500% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2012. For the avoidance of any doubt, the aforementioned increases would be cumulative and would equal a maximum of 1.000% in the payment of event that the redemption priceCompany were to make an Interest Assignment Election with respect to all four semi-annual interest periods. The Redemption Price for the period commencing October 15, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 2014 through October 14, 2015 shall be made pursuant increased by (a) 0.4500% if the Company makes an Interest Assignment Election with respect to the provisions semi-annual interest period commencing on October 16, 2010; (b) 0.4000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2011; (c) 0.3500% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on October 16, 2011; and (d) 0.3000% if the Company makes an Interest Assignment Election with respect to the semi-annual interest period commencing on April 16, 2012. For the avoidance of Sections 3.01 through 3.06 hereof any doubt, the aforementioned increases would be cumulative and notice may, would equal a maximum of 1.500% in the Company’s discretionevent that the Company were to make an Interest Assignment Election with respect to all four semi-annual interest periods. Commencing October 15, 2015, the Redemption Price shall be subject to the satisfaction of one or more conditions precedent100.0000%.
Appears in 1 contract
Sources: Credit Agreement (Music123, Inc.)
Optional Redemption. (a) At any time prior Prior to February 15September 30, 20242017, the Company may on may, at any one or more occasions redeem time and from time to time, redeem, in the aggregate up to 4035% of the aggregate principal amount of the Notes originally issued under this Indenture, upon giving not less than 15 nor Indenture with the net cash proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings by the Company at a redemption price equal to 107.000% (expressed as a percentage of the principal amount thereof) of the Notes redeemed108.000%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided, with an amount equal to the net cash proceeds of an Equity Offering; provided however, that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or contribution.
(b) At any time prior Prior to February 15September 30, 20242017, the Company may on may, at any one or more occasions time and from time to time, also redeem all or a part of the Notes, upon giving not less than 15 30 days nor more than 60 days’ prior notice mailed by or on behalf of the Company (except as provided or to the extent permitted or required by applicable DTC procedures or regulations with respect to Global Notes sent electronically) by first-class mail to each Holder’s registered address or otherwise delivered in Section 3.03 hereof)accordance with the procedures of DTC, at a redemption price equal to 100the sum of (i) 100.000% of the principal amount of the Notes redeemed, plus redeemed and (ii) the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if anybut excluding, to but not including the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a(a) or (b), Section 3.07(b) and Section 3.10 hereof, the Notes will shall not be redeemable at the Company’s option prior to February 15September 30, 20242017.
(d) On or after February 15September 30, 20242017, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon not less than 15 30 days nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated or three-month period, as applicable, set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 September 30, 2017 104.000% 2025 101.750 September 30, 2018 102.000% 2026 September 30, 2019 and thereafter 100.000 100.000%
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(f) Any redemption pursuant to this Section 3.07 5.07 shall be made pursuant to the provisions of Sections 3.01 5.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent5.06.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 2024, The Securities will not be redeemable at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes issued under this IndentureCompany, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offeringset forth below.
(b) At any time prior to February August 15, 20242021, the Company may on any one or more occasions redeem all or a part any portion of the NotesSecurities, upon at once or over time, after giving not less than 15 nor more than 60 days’ the required notice (except as provided in described under Section 3.03 hereof)7 below, at a redemption price equal to 100% of the principal amount of the Notes redeemed, Securities redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(c) Except pursuant to Section 3.07(a)On or after August 15, Section 3.07(b) and Section 3.10 hereof2021, the Notes will not be redeemable Company may redeem all or any portion of the Securities, at once or over time, after giving the required notice described under Section 7 below, at the Company’s option prior redemption prices set forth below, plus accrued and unpaid interest, if any, to February 15the 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). The following prices are for Securities redeemed during the 12-month period commencing on August 15 of the years set forth below, 2024.and are expressed as percentages of principal amount: Period Redemption Price 2021 102.875% 2022 101.917% 2023 100.958% 2024 and thereafter 100.000%
(d) On or after February At any time prior to August 15, 20242019, the Company may on any one or more occasions redeem all or a part up to 35% of the Notes, upon not less than 15 nor original aggregate principal amount of the Securities with the Net Cash Proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings at a redemption price of 105.750% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %); provided that
(e1) Unless the Company defaults in the payment at least 65% of the redemption price, interest will cease to accrue on original aggregate principal amount of the Notes or portions thereof called for redemption on the applicable redemption date.Securities remains outstanding after each such redemption; and
(f2) Any the redemption pursuant to this Section 3.07 shall be made pursuant to occurs within 90 days after the provisions closing of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedentsuch Equity Offering.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
Optional Redemption. (a) At any time prior to February December 15, 20242012, the Company may may, on any one or more occasions occasions, redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less (including any Additional Notes) with the Net Cash Proceeds of one or more sales of Capital Stock (other than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Disqualified Stock) of the Company at a redemption price equal to 107.000108.000% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption Redemption Date (subject to the rights right of Holders holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided that at least 65% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after each such redemption and the redemption occurs within 180 days after the closing of the related sale of Capital Stock.
(b) On and after December 15, 2013, the Company may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount of the Notes), plus accrued and unpaid interest on the Notes, if any, to the applicable 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), with an amount equal to if redeemed during the net cash proceeds twelve-month period beginning on December 15 of an Equity Offering; provided thatthe years indicated below: Year Percentage 2013 104.000 % 2014 102.000 % 2015 and thereafter 100.000 %
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(bc) At any time prior to February December 15, 20242013, the Company may on any one or more occasions also redeem all or a part of the Notes, Notes upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), 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 redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(cd) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, All redemptions of the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, made upon not less than 15 30 days’ nor more than 60 days’ prior notice (except mailed by first class mail to each Holder’s registered address as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) 3.03. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections Section 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February October 15, 2024, the Company may may, at its option, on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000of 109.000% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amounts, if any, to in respect thereof, to, but not including including, the applicable redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date Record Date to receive interest due on an Interest Payment Date that is on or prior to the relevant interest payment applicable redemption date), with an amount equal to of cash not greater than the net cash proceeds of an one or more Equity Offering; Offerings by the Company, provided that:
(1) at least 60% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 180 days of the date of the closing of such the related Equity Offering.
(b) At any time prior to February On and after October 15, 2024, the Company may may, at its option on any one or more occasions occasions, redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, in respect thereof, on the Notes redeemedto be redeemed to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2024 103.500 106.750 % 2025 101.750 102.250 % 2026 and thereafter 100.000 %
(ec) Unless At any time prior to October 15, 2024, the Company defaults in the payment may, at its option on one or more occasions, redeem all or a part of the Notes at a redemption priceprice equal to the sum of:
(1) 100.00% of the principal amount thereof, interest will cease to accrue on and
(2) the Notes or portions thereof called for redemption on Make Whole Premium as of the applicable redemption date, plus accrued and unpaid interest plus any Additional Amounts, if any, in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date).
(d) During each of the two successive 12-month periods commencing on the Issue Date and ending on October 12, 2024, the Company may, at its option, on one or more occasions redeem up to 10% of the aggregate principal amount of the Notes (including Additional Notes) originally issued under this Indenture, at a redemption price of 103.00% of the principal amount thereof, plus accrued and unpaid interest and Additional Amounts, if any, in respect thereof, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date);
(e) The Company may, at its option at any time, redeem the Notes in whole but not in part, at 100.0% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but not including, the applicable redemption date (subject to the right of Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date), and Additional Amounts, if any, in respect thereof, in the event the Company has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts as a result of:
(1) a change in, or an amendment to, the laws (including any regulations, rulings or protocols promulgated thereunder) or treaties of Canada (or any political subdivision or taxing authority thereof or therein) or other Relevant Taxing Jurisdiction;
(2) any change in or amendment to, or introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction); or
(3) any official proposal of the aforementioned changes in clauses (1) and (2) above; which change, amendment, introduction or official proposal is announced or becomes effective on or after the Issue Date, and the Company determines, in its good faith judgment, that it cannot avoid such obligation by the use of reasonable commercial measures available to the Company, which, for greater certainty, shall not include substitution of the obligor under the Notes.
(f) In connection with any Change of Control Offer, Alternate Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.0% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in connection with such Change of Control Offer, Alternate Offer or other tender offer and the Company purchases, or any third party making such Change of Control Offer, Alternate Offer or other tender offer in lieu of the Company purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, all of the Holders of the Notes will be deemed to have consented to such Change of Control Offer, Alternate Offer or other tender offer and accordingly, the Company or such third party will have the right upon not less than 15 days’ nor more than 60 days’ prior notice, given not more than 60 days following such purchase date, to redeem (with respect to the Company) or purchase (with respect to a third party) all Notes that remain outstanding following such purchase at a price equal to the highest price offered to each other Holder in such Change of Control Offer, Alternate Offer or other tender offer, plus, to the extent not included in the Change of Control Offer, Alternate Offer or other tender offer payment, accrued and unpaid interest, if any, to, but not including, the applicable redemption date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the applicable redemption date).
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Sources: Indenture (Enerflex Ltd.)
Optional Redemption. Except as provided below, the Notes may not be redeemed prior to their final maturity at the option of the Company.
(a) At any time prior Prior to February September 15, 20242017, the Company Notes may on any one be redeemed, in whole or more occasions redeem up to 40% in part, at the option of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)Company, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including including, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(db) On or after February September 15, 20242017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Notes at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsthereon, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2017 106.375% 2025 101.750 2018 104.250% 2026 2019 102.125% 2020 and thereafter 100.000 100.000%
(ec) Unless In addition, prior to September 15, 2017, the Company defaults may at its option on any one or more occasions redeem the Notes (including Additional Notes, if any) in the payment an aggregate principal amount not to exceed 35% of the redemption price, interest will cease to accrue on aggregate principal amount of the Notes or portions thereof called for (including Additional Notes, if any) originally issued under the Indenture at a redemption on price of 108.500% of the applicable principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to , with the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction net cash proceeds of one or more conditions precedentEquity Offerings; provided that:
(i) at least 65% of such aggregate principal amount of the Notes (including Additional Notes, if any) originally issued under the Indenture remains outstanding immediately after the occurrence of such redemption (other than Notes held directly or indirectly by the Parent Company, the Company and its Affiliates); and
(ii) each such redemption must occur within 90 days of the date of the closing of such Equity Offering.
Appears in 1 contract
Sources: Indenture (Cenveo, Inc)
Optional Redemption. (a) At any time prior to February March 15, 20242017, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)may, at a redemption price equal to 107.000% of the principal amount of the Notes redeemedits option, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes (which includes Additional Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereofif any), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to redemption (the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a“Redemption Date”), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date. On or after March 15, 2017, the Company shall be entitled at its option to redeem all or a portion of the Notes at the Redemption Prices (expressed in percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the applicable Redemption Date (subject to the right of Holders of record on the relevant date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on March 15 on the years indicated below: 2024 103.500 2017 103.656 % 2025 101.750 2018 102.438 % 2026 2019 101.219 % 2020 and thereafter 100.000 %
(e) Unless % In addition, at any time on or prior to March 15, 2017, the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of entitled at its option on one or more conditions precedentoccasions to redeem Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes issued under the Supplemental Indenture at a Redemption Price of 104.875% of the principal amount, plus accrued and unpaid interest to the Redemption Date, with the Net Cash Proceeds from one or more Equity Offerings; provided, however, that (1) at least 65% of such aggregate principal amount of Notes remains Outstanding immediately after the occurrence of each such redemption; and (2) each such redemption occurs within 120 days after the date of the closing of the related Equity Offering.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (TreeHouse Foods, Inc.)
Optional Redemption. (a) At any time and from time to time on or after the Issue Date and prior to February December 15, 20242023, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon giving not less than 15 nor more than 60 days’ prior written notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date.
(cb) Except pursuant At any time and from time to Section 3.07(a)time on or after December 15, Section 3.07(b) and Section 3.10 hereof2023, the Issuer may redeem the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On in whole or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 15 nor more than 60 days’ prior written notice (except as provided in Section 3.03 hereof), at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2023 102.813 % 2024 103.500 101.406 % 2025 101.750 % 2026 and thereafter 100.000 %
(ec) Unless At any time and from time to time on or after the Company defaults Issue Date and prior to December 15, 2023, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering (other than Excluded Contributions) at a redemption price (expressed as a percentage of principal amount) equal to 105.625% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the payment an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes (including Additional Notes); provided that:
(1) in each case the redemption price, interest will cease to accrue takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately thereafter (excluding Notes held by Holdings, Issuer or portions thereof called for redemption on the applicable redemption dateany of its Restricted Subsidiaries).
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000103.625% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionequity offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(i) at least 50% of the aggregate principal amount of Notes originally issued under the Supplemental Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(ii) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February 15, 2024.
(d) On or after February 15, 20242026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as calculated by the Company, as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February 15, 2026.
(d) On or after February 15, 2026, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2026 101.813 % 2025 101.750 2027 101.208 % 2026 2028 100.604 % 2029 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) % Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in 3.07 of the Company’s discretion, be subject to the satisfaction of one or more conditions precedentSupplemental Indenture.
Appears in 1 contract
Optional Redemption. Except as set forth in the next paragraph, the Notes are not redeemable at the Company's option prior to December 1, 2002. Thereafter, the Notes will be subject to redemption for cash at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days notice, at the redemption prices (aexpressed as percentages of principal amount) At if redeemed during the 12-month period commencing December 1 of the years indicated below (subject to the right of Holders of Notes of record on an interest record date to receive interest due on an Interest Payment Date that is on or prior to such date of redemption), plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable redemption date: Year Percentage ---- ---------- 2002 105.188% 2003 103.458% 2004 101.729% 2005 and thereafter 100.000% Notwithstanding the foregoing, at any time prior to February 15December 1, 20242000, the Company may on any one or more occasions redeem up to 40an aggregate 35% of the original aggregate principal amount of the Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000of 110.375% of the principal amount of the Notes redeemed(subject to the right of Holders of Notes of record on an interest record date to receive interest due on an Interest Payment Date that is on or prior to such date of redemption), plus together with accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds Net Proceeds of an one or more Public Equity OfferingOfferings; provided that
(1) that at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding remain outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs shall occur within 90 days of the date of the closing of any such Public Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2023 102.250 % 2024 103.500 101.500 % 2025 101.750 100.750 % 2026 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to February 15, 2023, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 104.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the proceeds of one or more conditions precedentEquity Offerings; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to February 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) The Company may redeem up to 10% of the aggregate principal amount of Notes issued under the Indenture during each 12-month period following February 15, 2020, that occurs prior to February 15, 2023, at a redemption price of 103% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the redemption date (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date).
(e) At any time, 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 do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company may, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder 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 excluding, the date of such redemption (subject to the rights of Holders on the relevant record date to receive interest on the relevant interest payment date).
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February June 15, 20242015, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000108.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February June 15, 20242016, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February June 15, 20242016.
(d) On or after February June 15, 20242016, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2016 104.438 % 2025 101.750 2017 102.219 % 2026 2018 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time on or after the Issue Date and prior to February March 15, 20242022, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon giving not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date.
(cb) Except pursuant At any time and from time to Section 3.07(a)time on or after March 15, Section 3.07(b) and Section 3.10 hereof2022, the Issuer may redeem the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On in whole or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2022 104.000 % 2023 102.000 % 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(ec) Unless At any time and from time to time on or after the Company defaults Issue Date and prior to March 15, 2022, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering (other than Excluded Contributions) at a redemption price (expressed as a percentage of principal amount) equal to 108.000% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the payment an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes (including Additional Notes); provided that:
(1) in each case the redemption price, interest will cease to accrue takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately thereafter (excluding Notes held by Holdings, Issuer or portions thereof called for redemption on the applicable redemption dateany of its Restricted Subsidiaries).
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 2024Beginning on the Initial Redemption Date, the Company may on any one shall be entitled to redeem the Notes (which includes Additional Notes, if any) at its option, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a the following redemption price equal to 107.000% prices (expressed as percentages of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption thereof) (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the related interest payment date) if redeemed during the twelve-month period commencing on March 15 of the year set forth below: 2022 103.125 % 2023 101.563 % 2024 and thereafter 100.000 % In addition, prior to March 15, 2022, the Company shall be entitled at its option on one or more occasions to redeem Notes (which includes Additional Notes, if any) in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued at a redemption price (expressed as a percentage of principal amount) of 106.25%, plus accrued and unpaid interest, if any, to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal not to exceed the net cash proceeds from one or more Equity Offerings (provided that if the Equity Offering is an offering by Holdings, a portion of an Equity Offeringthe Net Cash Proceeds thereof equal to the amount required to redeem any such Notes by the Company is contributed to the equity capital of the Company); provided provided, however, that
: (1) at least 6065% of the such aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiarieswhich includes Additional Notes, if any) remains outstanding immediately after the occurrence of each such redemption (except to other than Notes held, directly or indirectly by the extent that all remaining outstanding Notes are substantially concurrently repurchased Company or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indentureits Affiliates); and
and (2) the each such redemption occurs within 90 days of after the date of the closing of such related Equity Offering.
(b) At . Notice of any time redemption upon any Equity Offering may be given prior to February the completion thereof, and any such redemption or notice may, at the Company’s discretion, be subject to the completion of the related Equity Offering. Prior to March 15, 20242022, the Company may on any one or more occasions shall be entitled at its option to redeem all or a part portion of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
). Notice of such redemption shall be sent to The Depository Trust Company (c) Except pursuant to Section 3.07(a“DTC”), Section 3.07(b) and Section 3.10 hereof, in the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part case of the Global Notes, upon or mailed by first-class mail to each Holder’s registered address in the case of certificated notes (and, to the extent permitted by applicable procedures and regulations, electronically), not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, days prior to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (TransDigm Group INC)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February 15August 1, 20242023, at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes issued under this Indenture, Issuer upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)sent electronically or mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15of the Issuer, 2024.
(d) On in whole or in part, at any time on or after February 15August 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2023, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February 15 August 1 of the years indicated belowindicated: 2023 104.250% 2024 102.125% 2025 and thereafter 100.000%
(c) In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to August 1, 2023, the Issuer may, with the net proceeds of one or more Qualified Equity Offerings, redeem up to 40% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 108.500% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 50% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent or its Subsidiaries and except to the extent otherwise repurchased or redeemed in accordance with the terms of the Indenture) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
(d) At any time and from time to time prior to August 1, 2023, the Issuer at its option may during each twelve month period commencing on the Issue Date redeem Notes in an aggregate principal amount equal to up to 10.0% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), at a Redemption Price (expressed as a percentage of principal amount to be redeemed) of 103.0%, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the rights right of Holders of Notes 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: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %).
(e) Unless In addition, at any time prior to August 1, 2022, the Company defaults Issuer at its option may redeem Notes in an aggregate principal amount equal to $100.0 million on a one-time basis from the payment net cash proceeds received from the sale of real property, at a Redemption Price (expressed as a percentage of principal amount to be redeemed) of 104.0%, plus accrued and unpaid interest, if any, to, but not including, the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
date (f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction right of one Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or more conditions precedentprior to the redemption date).
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Optional Redemption. (ai) At any time prior to February December 15, 20242015, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% all or any portion of the aggregate principal amount of Notes issued under this IndentureNotes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including of the date of redemption, subject including accrued and unpaid interest to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date.
(cii) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February of the Issuer, in whole or in part, at any time on or after December 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, 2015 upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices following Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemptionredemption date), if redeemed during the twelve12-month period beginning on February December 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2015 103.375 % 2025 101.750 2016 102.250 % 2026 2017 101.125 % 2018 and thereafter 100.000 %
(eiii) Unless Prior to December 15, 2013, the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice Issuer may, in with the Company’s discretion, be subject to the satisfaction net proceeds of one or more conditions precedentQualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes (including Additional Notes) at a Redemption Price equal to 106.750% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that at least 65% of the principal amount of Notes then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Holdings, Spirit or its Subsidiaries) and that any such redemption occurs within 90 days following the closing of any such Qualified Equity Offering.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February June 15, 20242020, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at a redemption price equal to 107.000107.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company Partnership and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to February June 15, 20242020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as ofPremium, and plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date.
(c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.
(d) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February June 15, 20242020.
(de) On or and after February June 15, 20242020, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable redemption date, subject to the rights of Holders on the relevant record date of redemptionto receive interest on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on February June 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2020 105.625 % 2025 101.750 2021 103.750 % 2026 2022 101.875 % 2023 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to February March 15, 20242022, the Company may on may, at any one or more occasions redeem time and from time to time, redeem, in the aggregate up to 4035% of the aggregate principal amount of the Notes originally issued under this Indenture, upon giving not less than 15 nor Indenture with the net cash proceeds of one or more than 60 days’ notice (except as provided in Section 3.03 hereof), Equity Offerings by the Company at a redemption price equal to 107.000% (expressed as a percentage of the principal amount thereof) of the Notes redeemed106.750%, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption Redemption Date (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date); provided, with an amount equal to the net cash proceeds of an Equity Offering; provided however, that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity OfferingOffering or contribution.
(b) At Prior to March 15, 2022, the Company may, at any time prior and from time to February time, also redeem all or a part of the Notes, in whole or in part, at a redemption price equal to 100.000% of the principal amount of Notes redeemed plus the Applicable Premium, plus accrued and unpaid interest to, but excluding, the Redemption Date.
(c) [Reserved].
(d) On or after March 15, 20242022, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemptionRedemption Date, if redeemed during the twelve-month period beginning on February 15 of the years indicated each date set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: March 15, 2022 105.063% March 15, 2023 103.375% March 15, 2024 103.500 101.688% March 15, 2025 101.750 % 2026 and thereafter 100.000 100.000%
(e) [Reserved].
(f) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateRedemption Date.
(fg) Any redemption pursuant to this Section 3.07 5.07 shall be made pursuant to the provisions of Sections 3.01 5.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent5.06.
Appears in 1 contract
Sources: Indenture (Cleveland-Cliffs Inc.)
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15July 31, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 July 31 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2015 103.9375 % 2025 101.750 2016 102.6250 % 2026 2017 101.3125 % 2018 and thereafter 100.000 %
(e) 100.0000 % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to July 31, 2013, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more conditions precedentEquity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to July 31, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) At any time and from time to time prior to July 31, 2015, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February July 15, 20242006, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Indenture at a redemption price equal to 107.000of 109.500% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings of the Company (other than any such net proceeds that are deposited into the Texas Genco Escrow Account, unless such net proceeds are released from that escrow account without being used to acquire assets of or Equity Interests in Texas Genco or any of its Subsidiaries); provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 75 days of the date of the closing of such Equity OfferingOffering (or, in the case of net proceeds deposited into the Texas Genco Escrow Account, within 75 days of the date of such deposit).
(b) At any time Except pursuant to the preceding paragraph, the Notes are not redeemable at the Company's option prior to February July 15, 20242008.
(c) On or after July 15, 2008, the Company may on any one or more occasions redeem all or a part of the Notes, Notes upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)' notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February July 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest and Special Interest, if any, on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.:
Appears in 1 contract
Optional Redemption. (a) At any time prior to February July 15, 20242018, upon not less than 10 nor more than 60 days’ notice, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000of 105.750% of the their principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an from one or more Equity OfferingOfferings; provided provided, that
(1) at least 6065% of the aggregate principal amount of the Notes originally that were initially issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains would remain outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)proposed redemption; and
(2) the redemption occurs within 90 days of the date of after the closing of such Equity Offering.
(b) At any time prior to February July 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2018, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, the Issuer may, on any one or more occasions, redeem all or part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, thereof plus the Applicable Redemption Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemptionredemption date, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(bsubsections (a) and (b) of this Section 3.10 3.07 and Section 3.08 hereof, the Notes will not be redeemable at the CompanyIssuer’s option prior to February July 15, 2024.
(d) On 2018. At any time on or after February July 15, 20242018, the Company may on any one or more occasions redeem all or a part of the Notesand prior to maturity, upon not less than 15 10 nor more than 60 days’ notice (except as provided notice, the Issuer may, on any one or more occasions, redeem all or part of the Notes. These redemptions will be in Section 3.03 hereof), amounts of CHF150,000 or higher integral multiples of CHF1,000 at the following redemption prices (expressed as percentages of their principal amount) set forth belowamount at maturity), plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning commencing on February July 15 of the years indicated set forth below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2018 102.875 % 2025 101.750 2019 101.438 % 2026 2020 and thereafter 100.000 %
(ed) Unless the Company Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fe) Any redemption pursuant to this Section 3.07 shall will be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and hereof. Any redemption or notice may, in the CompanyIssuer’s discretion, be subject to the satisfaction of one or more conditions precedent. In addition, if a redemption is subject to the satisfaction of one or more conditions precedent, the related notice shall describe each such condition, and if applicable, state that, in the Issuer’s discretion, the date of redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of redemption be delayed to a date later than 60 days after the date on which such notice was mailed), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of redemption as so delayed. Subject to the provisions of the preceding two sentences, Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption. No Note of less than CHF150,000 in aggregate principal amount shall be redeemed in part and only Notes in integral multiples of CHF1,000 will be redeemed.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February March 15, 20242014, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000107.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), Interest Payment Date) with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February March 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to March 15, 2015.
(d) On or after March 15, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: 2024 103.500 2015 103.875 % 2025 101.750 2016 101.938 % 2026 2017 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15April 30, 20242026, the Company Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this IndentureNotes, in whole or in part, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision Section 3.03 of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as ofPremium, and plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemptionredemption (each date on which a redemption occurs, a “Redemption Date”), subject to the rights right of Holders of the Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment dateInterest Payment Date.
(cb) Except pursuant to Section 3.07(a)On and after April 30, Section 3.07(b) and Section 3.10 hereof2026, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ notice (except as provided in accordance with Section 3.03 hereof)of the Indenture, at the applicable redemption prices price (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to, but excluding, the applicable Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the twelve-month period beginning on February 15 April 30 of each of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2026 102.563 % 2025 101.750 2027 101.708 % 2026 2028 100.854 % 2029 and thereafter 100.000 %
(ec) Unless In addition, prior to April 30, 2024, the Company defaults in the payment Issuers may, at their option, and on one or more occasions, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) at a redemption priceprice equal to 105.125% of the aggregate principal amount of the Notes redeemed, interest will cease plus accrued and unpaid interest, if any, to, but excluding, the applicable Redemption Date, subject to accrue the right of Holders of record on the Notes or portions thereof called for redemption relevant Record Date to receive interest due on the applicable relevant Interest Payment Date, with funds in an aggregate amount equal to the net cash proceeds of one or more Equity Offerings of the Issuers or any direct or indirect parent company of either of the Issuers after the Effective Date, to the extent such net cash proceeds are contributed to such Issuer; provided that (1) at least 60% of the total of (A) the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and (B) the aggregate principal amount of any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (2) each such redemption dateoccurs within 180 days of the date of closing of each such Equity Offering.
(fd) In connection with any tender offer for the Notes (including any Change of Control Offer or Asset Sale Offer), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice (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 other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the applicable Redemption Date, subject to the right of the Holders on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(e) Any redemption pursuant to this Section 3.07 paragraph 6 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof of the Indenture. Notice of any redemption or purchase, whether in connection with an Equity Offering, other transaction or otherwise, may be given prior to the completion thereof, and any such notice may, unless otherwise provided in the Company’s Indenture, at the Issuers’ discretion, be subject to the one or more conditions precedent. If a redemption or purchase is subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and, if applicable, shall state that, in the Issuers’ discretion, the Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice was sent) as any or all such conditions shall be satisfied (or waived by the Issuers in their sole discretion) or such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date or purchase date, or by the Redemption Date or purchase date as so delayed. In addition, the Issuers may provide in such notice that payment of the redemption price or purchase price and performance of the Issuers’ obligations with respect to such redemption or purchase may be performed by another Person.
Appears in 1 contract
Sources: Indenture (Organon & Co.)
Optional Redemption. (a) At any time prior to February 15April 1, 20242013, the Company Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000111.50% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company or a capital contribution to the Company’s common equity made with the net cash proceeds of an Equity Offering by Holdings; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company Holdings and its Restricted Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15April 1, 20242014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsSpecial Interest, if any, to but not including the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment dateInterest Payment Date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s Issuers’ option prior to February 15April 1, 20242014.
(d) On or after February 15April 1, 20242014, the Company Issuers may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsSpecial Interest, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February 15 April 1 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: 2024 103.500 Year Percentage 2014 105.750% 2025 101.750 2015 102.875% 2026 2016 and thereafter 100.000 %
(e) 100.000% Unless the Company defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (Catalog Resources, Inc.)
Optional Redemption. (a) At any time and from time to time on or after the Issue Date and prior to February January 15, 20242021, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon giving not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date.
(cb) Except pursuant At any time and from time to Section 3.07(a)time on or after January 15, Section 3.07(b) and Section 3.10 hereof2021, the Issuer may redeem the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On in whole or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 January 15, 2021 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2021 104.313 % 2025 101.750 2022 102.156 % 2026 2023 and thereafter 100.000 %
(ec) Unless At any time and from time to time on or after the Company defaults Issue Date and prior to January 15, 2021, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering (other than Excluded Contributions) at a redemption price (expressed as a percentage of principal amount) equal to 108.625% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the payment an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes (including Additional Notes); provided that:
(1) in each case the redemption price, interest will cease to accrue takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately thereafter (excluding Notes held by Holdings, Issuer or portions thereof called for redemption on the applicable redemption dateany of its Restricted Subsidiaries).
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (ai) At The Notes are subject to redemption, at the option of the Company, in whole or in part, at any time prior to February on or after August 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, 2014 upon giving not less than 15 30 nor more than 60 days’ notice at the following Redemption Prices (except expressed as provided in Section 3.03 hereof), at a redemption price equal to 107.000% percentages of the principal amount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant regular record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning on August 15 of the years indicated below: 2014 104.438% 2015 102.958% 2016 101.479% 2017 and thereafter 100.000%
(ii) Prior to August 15, 2012, the Company may, with an amount equal to the net cash proceeds of an one or more Qualified Equity Offering; provided that
(1) at least 60Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes originally issued under this Indenture (excluding including Additional Notes) at a Redemption Price equal to 108.875% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption; provided, however, that at least 65% of the principal amount of Notes held by the Company and its Subsidiariesthen outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption (except to excluding Notes held by the extent Company or its Subsidiaries) and that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the any such redemption occurs within 90 days of the date of following the closing of any such Qualified Equity Offering.
(biii) At The Notes may be redeemed, in whole or in part, at any time prior to February August 15, 2024, 2014 at the option of the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)mailed by first-class mail to each Holder of Notes at its registered address, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsto, if any, to but not including the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date).
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Supplemental Indenture (Olin Corp)
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to February October 15, 20242016, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after October 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2016, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices following Redemption Prices (expressed as percentages a percentage of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemption, redemption date) if redeemed during the twelve-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2016 104.750 % 2025 101.750 2017 102.375 % 2026 2018 and thereafter 100.000 %
(ec) Unless In addition to the Company defaults in the payment optional redemption of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to in accordance with the provisions of Sections 3.01 through 3.06 hereof and notice maythe preceding paragraphs, in prior to October 15, 2015, the Company’s discretionCompany may on one or more occasions, be subject to with the satisfaction net cash proceeds of one or more conditions precedentEquity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 109.500% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption (provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, a portion of the net cash proceeds thereof equal to the amount required to redeem any such Notes is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date remains outstanding immediately after the occurrence of any such redemption (excluding Notes held by Parent and its Affiliates) and that any such redemption occurs within 90 days following the date of the closing of any such Equity Offering.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February March 15, 20242023, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000104.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemptionEquity Offerings, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Company, its Subsidiaries and parent entities) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(cb) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option At any time prior to February March 15, 2024.
(d) On or after February 15, 20242023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 10 nor more than 60 days’ notice prior notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(except as provided in Section 3.03 hereof)c) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to March 15, 2023.
(d) On or after March 15, 2023, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February March 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: Year Percentage 2023 103.563 % 2024 103.500 102.375 % 2025 101.750 101.188 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice mayhereof.
(f) The provisions of this Article 3 do not prohibit the Company or its affiliates from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer or otherwise.
(g) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for, or other offer to purchase, the Notes, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company’s discretion, be subject or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the satisfaction price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest, if any, to the date of one redemption. In determining whether the Holders of at least 90.0% of the aggregate principal of the then outstanding Notes have validly tendered and not withdrawn such Notes in a tender offer or more conditions precedentother offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Indenture to the contrary).
Appears in 1 contract
Sources: Indenture (Clearway Energy, Inc.)
Optional Redemption. (a) At any time prior to to1 February 15, 20242013, the Company Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Sterling Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000108.750% of the principal amount of the Sterling Notes redeemed and up to 35% of aggregate principal amount of Dollar Notes issued under this Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 108.375% of the principal amount of the Dollar Notes redeemed, in each case, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that:
(1i) at least 6065% of the aggregate principal amount of the Sterling Notes and at least 65% of the aggregate principal amount of the Dollar Notes originally issued under this Indenture (excluding Notes held by the Company Parent and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to 1 February 15, 20242013, the Company Issuer may on any one or more occasions redeem all or a part of the Sterling Notes and/or Dollar Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (Manchester United Ltd.)
Optional Redemption. (a) On or after July 15, 2024, the Company may on any one or more occasions redeem all or a part of the 2029 Notes upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2029 Notes redeemed, to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of the years indicated below, subject to the rights of Holders of 2029 Notes on the relevant record date to receive interest on the relevant interest payment date. 2024 102.875 % 2025 101.438 % 2026 and thereafter 100.000 %
(b) At any time prior to February 15November 1, 20242027, the Company may on any one or more occasions redeem all or a part of the 2033 Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of 2033 Notes redeemed plus the Applicable Premium as calculated by the Company, as of, and accrued and unpaid interest, if any, to, but not including, the redemption date, subject to the rights of Holders of 2033 Notes on the relevant record date to receive interest due on the relevant interest payment date. The Trustee shall have no duty to verify the calculation of the Applicable Premium. On or after November 1, 2027, the Company may on any one or more occasions redeem all or a part of the 2033 Notes upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2033 Notes redeemed to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning on November 1 of the years indicated below, subject to the rights of Holders of 2033 Notes on the relevant record date to receive interest on the relevant interest payment date. 2027 103.000 % 2028 101.500 % 2029 and thereafter 100.000 % At any time prior to November 1, 2027, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe 2033 Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000106.00% of the principal amount of the 2033 Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offeringone or more equity offerings, subject to the rights of holders of the 2033 Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 6050% of the aggregate principal amount of the 2033 Notes originally issued under this Indenture on the Issue Date (excluding 2033 Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offeringequity offering.
(bc) At any time prior to February 15November 1, 20242029, the Company may on any one or more occasions redeem all or a part of the 2034 Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the 2034 Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) , as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemptionredemption date, subject to the rights of Holders of the 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant . The Trustee shall have no duty to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, verify the Notes will not be redeemable at calculation of the Company’s option prior to February 15, 2024.
(d) Applicable Premium. On or after February 15November 1, 20242029, the Company may on any one or more occasions redeem all or a part of the Notes, 2034 notes upon not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the 2034 Notes redeemed, to to, but not including, the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on February 15 November 1 of the years indicated below, subject to the rights of Holders of 2034 Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 . 2029 103.125 % 2025 101.750 2030 101.563 % 2026 2031 and thereafter 100.000 %
(e) Unless % At any time prior to November 1, 2027, the Company defaults in the payment may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2034 Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption priceprice equal to 106.25% of the principal amount of the 2034 Notes redeemed, interest will cease to accrue on plus accrued and unpaid interest, if any, to, but not including, the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant , with an amount equal to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction net cash proceeds of one or more conditions precedentequity offerings, subject to the rights of holders of the 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of the 2034 Notes issued on the Issue Date (excluding 2034 Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(d) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for (or other offer to purchase) the Notes of a Series, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such Series validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase) and the Company, or any third party making such a tender offer (or other offer to purchase) in lieu of the Company, purchases all of the Notes of a Series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer), to redeem all Notes of such Series that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase), accrued and unpaid interest to, but not including, the date of redemption. In determining whether the Holders of at least 90% of the aggregate principal of the then outstanding Notes of such Series have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase, such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to the contrary). Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option. The Company is not prohibited, however, from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer, open market repurchase, privately negotiated transactions or otherwise.
Appears in 1 contract
Optional Redemption. (aA) At any time prior to February November 15, 20242018, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (which includes Additional Notes, if any) issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000105.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption Redemption Date (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date), with in an amount equal not to exceed the net cash proceeds of from an Equity OfferingOffering by the Company; provided that:
(1) at least 60% of the aggregate principal amount of the Notes originally (which includes Additional Notes, if any) issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the each such redemption occurs within 90 days of after the date of the closing of such the related Equity Offering.
(bB) At any time prior to February November 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date.
(except as provided in Section 3.03 hereof)C) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to November 15, 2018.
(D) On or after November 15, 2018, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February November 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment dateInterest Payment Date: 2024 103.500 Year Percentage 2018 103.750 % 2025 101.750 2019 102.500 % 2026 2020 101.250 % 2021 and thereafter 100.000 %
(ei) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Sources: Indenture (Jarden Corp)
Optional Redemption. (a) At any time prior and from time to February time on or after October 15, 20242027, the Company may on any one redeem the Notes, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon giving not less than 15 10 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof)to the Holders, at a redemption price equal to 107.000% the applicable percentage of the principal amount of the Notes redeemed, set forth below plus accrued and unpaid interest and Additional Amounts, if any, to but not including the applicable redemption date of redemption (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date), with an amount equal to if redeemed during the net cash proceeds of an Equity Offering; provided that
(1) at least 60% twelve-month period beginning on October 15 of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company years indicated below: 2027 103.313% 2028 101.656% 2029 and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.thereafter 100.000%
(b) At any time and from time to time prior to February October 15, 2024, 2027 the Company may on redeem Notes with the Net Cash Proceeds received by the Company from any one or more occasions redeem all or a part of Equity Offering occurring after the NotesIssue Date, upon giving not less than 15 10 nor more than 60 days’ prior notice to the Holders at a redemption price equal to 106.625% plus accrued and unpaid interest and Additional Amounts, if any, to the applicable redemption date (except as provided in Section 3.03 hereofsubject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes); provided that:
(1) in each case the redemption takes place not later than 120 days after the closing of the related Equity Offering, and
(2) not less than 60% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes) remains outstanding immediately thereafter.
(c) At any time and from time to time prior to October 15, 2027, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor more than 60 days’ prior notice to the Holders at a redemption price equal to 100% of the principal amount of the such Notes redeemed, plus the relevant Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes record on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On In connection with any tender offer for, or after February 15other offer to purchase (including any Change of Control Offer or Asset Disposition Offer), 2024, the Company may on any one series of or more occasions redeem all or a part of the Notes, if Holders of not less than 90% in aggregate principal amount of the applicable series of outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such a tender offer in lieu of the Company, purchases all of the applicable series of Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 15 10 nor more than 60 days’ prior notice to the Holders of such Notes, such notice given not more than 30 days following such purchase date, to redeem all (except as provided but not part) of the applicable Notes of such series that remain outstanding following such purchase at a price equal to the price offered to each of the Holders of the applicable series of Notes in Section 3.03 hereofsuch tender offer (excluding any early tender or incentive fee), at plus, to the redemption prices (expressed as percentages of principal amount) set forth belowextent not included in the tender offer payment, plus accrued and unpaid interest and Additional Amounts, if any, on thereon, to, but not including, the Notes redeemed, to the applicable redemption date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, (subject to the rights right of Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %).
(e) Unless Notice of redemption will be provided as set forth in Section 3.03. If the Company defaults in effects an optional redemption of Notes, it will, for so long as the payment Notes are listed on the Exchange and admitted to trading on the Euro MTF Market, inform the Exchange of such optional redemption and confirm the aggregate principal amount of the redemption price, interest Notes of that series that will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption dateremain outstanding immediately after such redemption.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice of redemption may, in at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
(g) If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.
Appears in 1 contract
Sources: Indenture (Encore Capital Group Inc)
Optional Redemption. (a) At any time and from time to time on or after the Issue Date and prior to February 15June 30, 20242020, the Company Issuer may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturein part, at its option, upon giving not less than 15 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including excluding, the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment redemption date.
(cb) Except pursuant At any time and from time to Section 3.07(a)time on or after June 30, Section 3.07(b) and Section 3.10 hereof2020, the Issuer may redeem the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On in whole or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notesin part, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to the redemption prices (expressed as percentages percentage of principal amount) amount set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to to, but excluding, the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 June 30 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2020 107.406 % 2025 101.750 2021 103.703 % 2026 2022 and thereafter 100.000 %
(ec) Unless At any time and from time to time on or after the Company defaults Issue Date and prior to June 30, 2020, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering (other than Excluded Contributions) at a redemption price (expressed as a percentage of principal amount) equal to 109.875% plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in the payment an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes (including Additional Notes); provided that:
(1) in each case the redemption price, interest will cease to accrue takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the sum of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and any Additional Notes originally issued under the Indenture after the Issue Date remains outstanding immediately thereafter (excluding Notes held by Holdings, Issuer or portions thereof called for redemption on the applicable redemption dateany of its Restricted Subsidiaries).
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15July 1, 20242011, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes originally issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), Indenture at a redemption price equal to 107.000of 114.0% of the principal amount of the Notes redeemedthereof, plus accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including the date redemption date, with the net cash proceeds of redemption a sale of Equity Interests (subject other than Disqualified Stock) of the Company or a contribution to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), Company’s common equity capital made with an amount equal to the net cash proceeds of an offering of Equity OfferingInterests of any other direct or indirect parent of the Company; provided that:
(1) at least 6065% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2) the redemption occurs within 90 days of the date of the closing of such sale of Equity OfferingInterests.
(b) On or after July 1, 2011, the Company may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption price (expressed as a percentage of the principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, on the Notes redeemed to the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest on the interest payment date that is immediately prior to the applicable redemption date. Year Percentage July 1, 2011 and thereafter 100.000 %
(c) At any time prior to February 15July 1, 20242011, the Company may on any one or more occasions also redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)days notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsLiquidated Damages, if any, to but not including on the Notes redeemed, to, the applicable date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) . Except pursuant to Section Sections 3.07(a), Section 3.07(b) and Section 3.10 hereof3.07(c), the Notes will not be redeemable at the Company’s option prior to February 15July 1, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 % 2025 101.750 % 2026 and thereafter 100.000 %
(e) 2011. Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fd) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedenthereof.
Appears in 1 contract
Optional Redemption. (a1) At any time prior to February 153, 2024, the Company may Issuer may, on any one or more occasions occasions, redeem up to 40% all or any part of the aggregate principal amount of Notes issued under this Indenture2026 Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000100% of the aggregate principal amount of the 2026 Notes redeemed, redeemed plus the Applicable Premium and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including excluding the date of redemption (subject to the rights right of Holders on the relevant record date to receive interest due on the relevant interest payment date).
(2) At any time prior to February 3, 2024, the Issuer may, on any one or more occasions, redeem up to 35% of the aggregate principal amount of 2026 Notes issued under the Indenture (including any Additional 2026 Notes), upon not less than 15 nor more than 60 days’ notice, at a redemption price equal to 109.50% of the principal amount of the 2026 Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the date of redemption (subject to the right of Holders on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings; provided that:
(1a) at least 6065% of the aggregate principal amount of 2026 Notes issued on the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains Issue Date remain outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2b) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b3) At any time prior to on or after February 153, 2024, the Company may Issuer may, on any one or more occasions occasions, redeem all or a any part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the 2026 Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on to but excluding the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve-month period beginning on February 15 of the years indicated below, redemption (subject to the rights right of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), if redeemed during the twelve-month period beginning on February 3 of the years indicated below: 2024 103.500 104.75 % 2025 101.750 % 2026 and thereafter 100.000 100.00 %
(e) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15November 1, 20242014, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this the Indenture, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000112.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional AmountsInterest, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the relevant interest payment redemption date), ) with an amount equal to the net cash proceeds of an Equity OfferingOffering by the Company or contribution to the Company’s common equity capital made with the net cash proceeds of a concurrent Equity Offering by any direct or indirect parent company of the Company; provided that:
(1A) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company Company, any direct or indirect parent of the Company, including Holdings and its Parent, and the Company’s Subsidiaries) remains remain outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2B) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15November 1, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 20242015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the redemption date, subject to the rights of Holders on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(except as provided in Section 3.03 hereofc) Except pursuant to the preceding paragraphs (a) and (b), the Notes will not be redeemable at the Company’s option prior to November 1, 2015.
(d) On or after November 1, 2015, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, on the Notes redeemed, to the applicable date of redemption, if redeemed during the twelve12-month period beginning on February 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on the a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the relevant interest payment redemption date: 2024 103.500 Year Percentage 2015 106.438 % 2025 101.750 2016 103.219 % 2026 2017 and thereafter 100.000 %
% In connection with any redemption of the Notes (e) including with the net cash proceeds of an Equity Offering), any such redemption may, at the Company’s discretion, be subject to one or more conditions precedent Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At The Notes may be redeemed in whole or in part, at any time prior to February September 15, 20242014, at the option of the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 30 nor more than 60 days’ prior notice (except as provided in Section 3.03 hereof), at a redemption price equal mailed by first-class mail to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)each Holder’s registered address, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional AmountsInterest, if any, to but not including to, the applicable redemption date of redemption, (subject to the rights right of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(cb) Except pursuant The Notes are subject to Section 3.07(a)redemption, Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the option of the Company’s option prior to February , in whole or in part, at any time on or after September 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes2014, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices following Redemption Prices (expressed as percentages a percentage of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest and Additional AmountsInterest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the Notes redeemed, relevant regular record date to receive interest due on an interest payment date that is on or prior to the applicable date of redemption, redemption date) if redeemed during the twelve-month period beginning on February September 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2014 105.438 % 2025 101.750 2015 102.719 % 2026 2016 and thereafter 100.000 %
(ec) Unless In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, prior to September 15, 2014, the Company defaults in may on one or more occasions, with the payment net cash proceeds of one or more Equity Offerings, redeem up to 35% of the aggregate principal amount of the outstanding Notes at a Redemption Price of 107.25% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of redemption price(provided that if the Equity Offering is an offering by Parent or any of its direct or indirect parent companies, interest will cease a portion of the net cash proceeds thereof equal to accrue on the amount required to redeem any such Notes or portions thereof called for is contributed to the equity capital of the Company); provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of any such redemption on and that any such redemption occurs within 90 days following the applicable redemption dateclosing of any such Equity Offering.
(fd) Any Notice of any redemption pursuant to this Section 3.07 shall upon an Equity Offering may be made pursuant given prior to the provisions completion of Sections 3.01 through 3.06 hereof the related Equity Offering, and any such redemption or notice may, in at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to completion of the related Equity Offering.
(e) The Company may at any time and from time to time purchase Notes in the open market by tender offer, negotiated transactions or otherwise, in accordance with applicable securities laws.
Appears in 1 contract
Sources: Indenture (VWR Funding, Inc.)
Optional Redemption. (a) At any time prior to February January 15, 20242013, the Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes issued under this IndentureIndenture (including Additional Notes, if any), upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000107.625% of the principal amount of the Notes redeemedamount, plus accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption date, (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), ) with an amount equal to the net cash proceeds of an one or more Equity OfferingOfferings of the Company; provided that:
(1i) at least 6065% of the aggregate principal amount of the Notes originally issued under this the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)redemption; and
(2ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February January 15, 20242014, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to but not including the date of redemption, subject to the rights of Holders holders of the Notes notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereofthe preceding paragraphs, the Notes will not be redeemable at the Company’s option prior to February January 15, 20242014.
(d) On or after February January 15, 20242014, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amounts, if any, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2014 103.813 % 2025 101.750 2015 102.542 % 2026 2016 101.271 % 2017 and thereafter 100.000 %
(e) % Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction of one or more conditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon giving not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February January 15, 20242017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 30 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsinterest, if any, on the Notes redeemed, to but excluding the applicable date of redemption, if redeemed during the twelve-month period beginning on February January 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 Year Percentage 2017 103.938% 2025 101.750 2018 102.625% 2026 2019 101.313% 2020 and thereafter 100.000 %
(e) 100.0000% Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(fb) Any At any time prior to January 15, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under the Indenture, upon not less than 30 nor more than 60 days’ notice, at a redemption pursuant price equal to this Section 3.07 shall be made pursuant 107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to but excluding the provisions date of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be redemption (subject to the satisfaction rights of Holders on the relevant record date to receive interest on the relevant interest payment date), with the net cash proceeds of one or more conditions precedentEquity Offerings by the Company; provided that: (i) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(c) At any time prior to January 15, 2017, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Ap- plicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(d) At any time and from time to time prior to January 15, 2017, but not more than once in any twelve-month period, the Company may redeem, in the aggregate, up to 10% of the original aggregate principal amount of Notes issued under the Indenture at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the applicable redemption date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.
Appears in 1 contract
Sources: Indenture (Calpine Corp)
Optional Redemption. (a) At any time prior to February October 15, 20242028, the Company may on any one or more occasions redeem all or a part of the 2034 Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption price equal to 100% of the principal amount of 2034 Notes redeemed plus the Applicable Premium as calculated by the Company, as of, and accrued and unpaid interest, if any, to, but not including, the redemption date, subject to the rights of Holders of 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date. The Trustee shall have no duty to verify the calculation of the Applicable Premium. On or after October 15, 2028, the Company may on any one or more occasions redeem all or a part of the 2034 Notes upon not less than 10 nor more than 60 days’ prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the 2034 Notes redeemed to, but not including, the applicable redemption date, if redeemed during the 12-month period beginning on October 15 of the years indicated below, subject to the rights of Holders of 2034 Notes on the relevant record date to receive interest on the relevant interest payment date. 2028 102.8750 % 2029 101.4375 % 2030 and thereafter 100.0000 % At any time prior to October 15, 2028, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenturethe 2034 Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 107.000105.750% of the principal amount of the 2034 Notes redeemed, plus accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemption (subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offeringone or more equity offerings, subject to the rights of holders of the 2034 Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 6050% of the aggregate principal amount of the 2034 Notes originally issued under this Indenture on the Issue Date (including any Additional Notes, but excluding 2034 Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that redemption, unless all remaining outstanding such 2034 Notes are substantially concurrently redeemed or repurchased or redeemed in full, or are to be redeemed or repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the Indenture)substantially concurrently; and
(2) the redemption occurs within 90 180 days of the date of the closing of such Equity Offeringequity offering.
(b) At any time prior to February October 15, 20242030, the Company may on any one or more occasions redeem all or a part of the 2036 Notes, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at a redemption price equal to 100% of the principal amount of the 2036 Notes redeemed, redeemed plus the Applicable Premium (as calculated by the Company) , as of, and accrued and unpaid interest and Additional Amountsinterest, if any, to to, but not including including, the date of redemptionredemption date, subject to the rights of Holders of the 2036 Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant . The Trustee shall have no duty to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, verify the Notes will not be redeemable at calculation of the Company’s option prior to February 15, 2024.
(d) Applicable Premium. On or after February October 15, 20242030, the Company may on any one or more occasions redeem all or a part of the Notes, 2036 notes upon not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest and Additional Amountsinterest, if any, on the 2036 Notes redeemed, to to, but not including, the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on February October 15 of the years indicated below, subject to the rights of Holders of 2036 Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 . 2030 103.0000 % 2025 101.750 2031 101.5000 % 2026 2032 and thereafter 100.000 %
(e) Unless 100.0000 % At any time prior to October 15, 2028, the Company defaults in the payment may on any one or more occasions redeem up to 40% of the aggregate principal amount of the 2036 Notes, upon not less than 10 nor more than 60 days’ prior notice, at a redemption priceprice equal to 106.000% of the principal amount of the 2036 Notes redeemed, interest will cease to accrue on plus accrued and unpaid interest, if any, to, but not including, the Notes or portions thereof called for redemption on the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant , with an amount equal to the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction net cash proceeds of one or more conditions precedentequity offerings, subject to the rights of holders of the 2036 Notes on the relevant record date to receive interest due on the relevant interest payment date; provided that:
(1) at least 50% of the aggregate principal amount of the 2036 Notes issued on the Issue Date (including any Additional Notes, but excluding 2036 Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption, unless all such 2036 Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently; and
(2) the redemption occurs within 180 days of the date of the closing of such equity offering.
(c) Notwithstanding anything to the contrary in this Article 3, in connection with any tender offer for (or other offer to purchase, including an exchange offer) the Notes of a Series, including a Change of Control Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes of such Series validly tender and do not withdraw such Notes in such tender offer (or other offer to purchase, including an exchange offer) and the Company, or any third party making such a tender offer (or other offer to purchase, including an exchange offer) in lieu of the Company, purchases all of the Notes of a Series validly tendered and not withdrawn by such Holders, the Company will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such tender offer expiration date (or purchase date pursuant to such other offer, including an exchange offer), to redeem (or exchange) all Notes of such Series that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder (excluding any early tender, incentive or similar fee) in such tender offer (or other offer to purchase, including an exchange offer), plus, to the extent not included in the tender offer payment (or payment pursuant to another offer to purchase, including an exchange offer), accrued and unpaid interest to, but not including, the date of redemption (or exchange). In determining whether the Holders of at least 90% of the aggregate principal of the then outstanding Notes of such Series have validly tendered and not withdrawn such Notes in a tender offer or other offer to purchase (including an exchange offer), such calculation shall include all Notes owned by an Affiliate of the Company (notwithstanding any provision of this Supplemental Indenture to the contrary). The Company is not prohibited from acquiring the Notes in market transactions by means other than a redemption, whether pursuant to a tender offer, open market repurchase, privately negotiated transactions or otherwise.
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Optional Redemption. (a) At Prior to November 15, 2020, the Notes shall be subject to redemption at any time prior to February 15, 2024, at the Company may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes issued under this IndentureCompany, in whole or in part, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at a redemption price equal to 107.000% of the principal amount of the Notes redeemedMake-Whole Price, plus accrued and unpaid interest to, but excluding, the applicable redemption date. On and Additional Amountsafter November 15, if any2020, to but not including the date of redemption (Notes will be subject to redemption at any time at the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date), with an amount equal to the net cash proceeds of an Equity Offering; provided that
(1) at least 60% option of the aggregate principal amount of the Notes originally issued under this Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption (except to the extent that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issuedCompany, in accordance with another provision of the Indenture); and
(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to February 15, 2024, the Company may on any one whole or more occasions redeem all or a part of the Notesin part, upon giving not less than 15 10 nor more than 60 days’ notice (except as provided in Section 3.03 hereof), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as calculated by the Company) as of, and accrued and unpaid interest and Additional Amounts, if any, to but not including the date of redemption, subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(c) Except pursuant to Section 3.07(a), Section 3.07(b) and Section 3.10 hereof, the Notes will not be redeemable at the Company’s option prior to February 15, 2024.
(d) On or after February 15, 2024, the Company may on any one or more occasions redeem all or a part of the Notes, upon not less than 15 nor more than 60 days’ notice (except as provided in Section 3.03 hereof)notice, at the redemption prices price (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Additional Amountsto, if anybut excluding, on the Notes redeemed, to the applicable date of redemptionredemption date, if redeemed during the twelve12-month period beginning on February November 15 of the years indicated below, subject to the rights of Holders of Notes on the relevant record date to receive interest on the relevant interest payment date: 2024 103.500 2020 101.93750 % 2025 101.750 2021 100.96875 % 2026 2022 and thereafter 100.000 %
(e) Unless 100.00000 % Notwithstanding the foregoing, at any time prior to November 15, 2020 the Company defaults in may on any one or more occasions redeem the payment principal amount of the Notes at a redemption priceprice of 103.875% of the principal amount thereof, plus, in each case, accrued and unpaid interest will cease to accrue on the Notes or portions thereof called for redemption on to, but excluding, the applicable redemption date.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to , with cash in an amount not greater than the provisions of Sections 3.01 through 3.06 hereof and notice may, in the Company’s discretion, be subject to the satisfaction net cash proceeds of one or more conditions precedentQualified Equity Offerings; provided that: (i) at least sixty percent (60%) of the aggregate principal amount of the Notes (excluding any Additional Notes) issued under the Indenture remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Parent or any of its Subsidiaries); and (ii) the redemption must occur within six months of the date of the closing of any such Qualified Equity Offering.
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Sources: Senior Indenture (Iron Mountain Inc)