Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Eighth Supplemental Indenture (Liberty Property Limited Partnership), Eighth Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At The Securities are redeemable at the Company’s election, in whole or in part, at any time and from time to time. If the Company redeems the Securities prior to the First Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at will pay a redemption price (the “Redemption Price”) equal to the greater of:
(1) 100% of (i) the principal amount of the Notes being redeemedSecurities to be redeemed then outstanding; and
(2) as determined by an Independent Investment Banker, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes Securities matured on the First Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as to the date of the Redemption Dateredemption) discounted to the Redemption Date redemption date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, plus 25 20 basis points, ; plus, in each caseeither of the above cases, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if date of redemption on the Redemption Date falls after a Regular Record Date and Securities to be redeemed. If the Company redeems the Securities on or prior to after the corresponding Interest Payment First Par Call Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be a redemption price equal to 100% of the principal amount of the Notes being Securities to be redeemed plus accrued interest to the redemption date. If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest thereon tointerest, but excludingif any, shall be paid to the applicable Redemption person in whose name the Security is registered at the close of business on such Regular Record Date. If The Company shall mail or cause to be mailed a notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such noticeat least 15 days, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, but not more than 60 nor less days, before the redemption date to each Holder of the Securities to be redeemed at its registered address, except that redemption notices may be mailed more than 15 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Securities or portions thereof called for redemption. Securities called for redemption become due on the date fixed for redemption. The notice For purposes of redemption will specify, among other itemsthe foregoing, the Redemption Date, following terms have the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.following meanings:
Appears in 4 contracts
Sources: Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/), Supplemental Indenture (American Tower Corp /Ma/)
Optional Redemption. At any time prior The Company may prepay this Note (“Optional Redemption”) by paying to the Par Call DateHolder a sum of money equal to one hundred percent (100%) of the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Company may redeem the Notes at its option, in whole Purchase Agreement or from time to time in part, at a redemption price any other Related Agreement (the “Redemption PriceAmount”) equal outstanding on the Redemption Payment Date (as defined below). The Company shall deliver to the greater Holder a written notice of redemption (ithe “Notice of Redemption”) specifying the principal amount date for such Optional Redemption (the “Redemption Payment Date”), which date shall be ten (10) business days after the date of the Notes being redeemed, and Notice of Redemption (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of “Redemption Period”). On the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given this Section 1.3 elects to Holders at their addressesmake an Optional Redemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 4 contracts
Sources: Note (Pervasip Corp), Note (Pervasip Corp), Note (Pervasip Corp)
Optional Redemption. At any time prior If specified in the applicable prospectus supplement, we may elect to redeem all or part of the Par Call Date, the Company may redeem the Notes at its option, in whole or outstanding debt securities of a series from time to time in part, at a redemption price (before the “Redemption Price”) equal to the greater of (i) the principal amount maturity date of the Notes being redeemeddebt securities of that series. Upon such election, and (ii) we will notify the sum indenture trustee of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of debt securities of the Notes held by such Holder series to be redeemed. If all or less than all the debt securities of the Notes series are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice particular debt securities of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes that series to be redeemed will be selected by the depositary in accordance with its procedures. The applicable prospectus supplement will specify the redemption price for the debt securities to be redeemed (or the method of calculating such price), in each case in accordance with the terms and their Redemption Dateconditions of those debt securities. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice Notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall will be given to the Trustee at such time as shall permit the Trustee to include notice each holder of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no debt securities to be redeemed not less than 30 nor more than 60 days prior to the date set for such redemption. This notice will include the following information, as applicable: the redemption date; the redemption price (or the method of calculating such price); if less than all of the outstanding debt securities of such series are to be redeemed, the identification (and, in the case of partial redemption, the Notes respective principal amounts) of the particular debt securities to be redeemed; that on the redemption date the redemption price will become due and payable upon each security to be redeemed and, if applicable, that interest thereon will cease to accrue after such date; the place or places where such debt securities are to be surrendered for payment of the redemption price; and that the redemption is for a sinking fund, if such is the case. Prior to any redemption date, we will deposit or cause to be deposited with the indenture trustee or with a paying agent (or, if we are acting as our own paying agent with respect to the debt securities being redeemed, we will segregate and hold in part. Neither trust as provided in the Company nor applicable indenture) an amount of money sufficient to pay the Trustee aggregate redemption price of, and (except if the redemption date shall be required to: (ian interest payment date or the debt securities of such series provide otherwise) issueaccrued interest on, register all of the transfer of debt securities or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes part thereof to be redeemed on that date. On the redemption date, the redemption price will become due and ending at payable upon all of the close of business debt securities to be redeemed, and interest, if any, on the day debt securities to be redeemed will cease to accrue from and after that date. Upon surrender of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called such debt securities for redemption, except we will pay those debt securities surrendered at the redemption price together, if applicable, with accrued interest to the redemption date. Any debt securities to be redeemed only in part must be surrendered at the office or agency established by us for such purpose, and we will execute, and the indenture trustee will authenticate and deliver to a holder without service charge, new debt securities of the same series and of like tenor, of any authorized denominations as requested by that holder, in a principal amount equal to and in exchange for the unredeemed portion of any Note being redeemed in partthe debt securities that holder surrenders.
Appears in 3 contracts
Sources: Sales Agreement, Equity Distribution Agreement, At Market Issuance Sales Agreement
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty percent (120%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) business days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, must be given on the first business day following twenty (20) consecutive trading days (“Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 3 contracts
Sources: Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Andalay Solar, Inc.), Convertible Security Agreement (Westinghouse Solar, Inc.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionany time at the option of the Issuer, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DatePrice. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Original Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of whole or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 3 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to (a) Unless otherwise provided in the Par Call Dateapplicable Indenture Supplement for a Series or Class of Notes, the Company may Issuer has the right, but not the obligation, to redeem the a Series or Class of Notes at its option, in whole or from time to time but not in part, at a redemption price (the “Redemption Price”) equal to the greater of part on (i) any Payment Date (a “Redemption Payment Date”) on or after the principal amount Payment Date on which the aggregate Note Balance (after giving effect to all payments, if any, on that day) of such Series or Class is reduced to less than the Redemption Percentage of the Notes being redeemed, Initial Note Balance and (ii) any other Payment Date as contemplated in the sum applicable Indenture Supplement. If the Issuer, at the direction of the present values Administrator, elects to redeem a Series or Class of Notes pursuant to this Section 13.1(a), it will cause the remaining scheduled payments Issuer to notify the Indenture Trustee, each Derivative Counterparty (as applicable, with respect to the related Series of principal Notes) and interest on the Noteholders of such redemption at least ten (10) days prior to the Redemption Payment Date. Unless otherwise specified in the Indenture Supplement applicable to the Notes to be so redeemed, the redemption price of a Series or Class so redeemed that would will equal the Redemption Amount, the payment of which will be due subject to the allocations, deposits and payments sections of the related Indenture Supplement, if such notes matured any. If the Issuer is unable to pay the Redemption Amount in full on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, such redemption shall be cancelled, notice of such cancelled redemption shall be sent to all Secured Parties and payments on such Series or Class of Notes will thereafter continue to be made in accordance with this Indenture and the Company will pay related Indenture Supplement, and the full amount Noteholders of such Series or Class of Notes and the related Administrative Agent shall continue to hold all rights, powers and options as set forth under this Indenture, until the Outstanding Note Balance of such Series or Class, plus all accrued and unpaid interest and premiumother amounts due in respect of the Notes, if anyis paid in full or the Stated Maturity Date occurs, due on such Interest Payment Date whichever is earlier, subject to Article VII, Article VIII and the Holder allocations, deposits and payments sections of record at this Indenture and the close of business on related Indenture Supplement.
(b) Unless otherwise specified in the corresponding Regular Record Date. Notwithstanding the foregoingrelated Indenture Supplement, if the VFN Principal Balance of any Class of VFN Notes are redeemed has been reduced to zero, then, upon five (5) Business Days’ prior written notice to the Noteholder thereof, the Issuer may declare such Class no longer Outstanding, in which case the Noteholder thereof shall submit such Class of Note to the Indenture Trustee for cancellation.
(c) The Notes of any Series or Class of Notes shall be subject to optional redemption under this Article XIII, in whole but not in part, by the Issuer, through (i) a Permitted Refinancing, (ii) the use of the proceeds of issuance and sale of a new Series of Notes issued hereunder, or (iii) the use of the proceeds received of any amounts funded under any Variable Funding Notes on or any Business Day after the Par Call Datedate on which the related Revolving Period ends, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 Business Day within ten (10) days prior to the date fixed for redemption. The end of such Revolving Period or at other times specified in the related Indenture Supplement upon ten (10) days’ prior notice of redemption will specify, among other itemsto the Indenture Trustee, the Noteholders and any related Derivative Counterparty. Following issuance of the Redemption Notice by the Issuer pursuant to Section 13.2 below, the Issuer shall be required to purchase the entire aggregate Note Balance of such Series or Class of Term Notes for the applicable Redemption Amount on the date set for such redemption (the “Redemption Date”).
(d) The Issuer may redeem any Series or Class of Notes through (i) a Permitted Refinancing, (ii) the use of proceeds from the issuance and sale of a new Series or Class of Notes issued hereunder, or (iii) the use of proceeds received following a VFN Note Balance Adjustment Request, on any other Business Day specified in the related Indenture Supplement.
(e) If necessary to satisfy the Collateral Test, the Redemption Price and Notes of any Series or Class of Variable Funding Notes shall be subject to repayment by the principal Issuer, in whole or in part, up to the amount necessary to satisfy the Collateral Test, using any other cash or funds of the Notes held by such Holder to be redeemed. If all or less Issuer other than all of Collections on the Notes are to be redeemed at the option of the CompanyReceivables, the Company will notify the Trustee at least 45 days upon one (1) Business Day’s prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given Issuer to the Trustee at Indenture Trustee, each Derivative Counterparty and the related VFN Noteholders. Any such time as repayment pursuant to this Section 13.1(e) shall permit reduce the Trustee to include notice principal balance of such Variable Funding Notes but shall not result in a reduction of any funding commitments related thereto or the Redemption Price in Maximum VFN Principal Balance thereof (unless otherwise agreed between the Noteholders of such notice of redemption. The Trustee shall have no responsibility for calculating Variable Funding Notes and the Redemption Price. The Trustee shall select, in such manner as it shall deem fair Issuer) and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer may be made on a non-pro rata basis with other Series of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partVariable Funding Notes.
Appears in 3 contracts
Sources: Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.), Indenture (New Residential Investment Corp.)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At In the event that as a result of any time prior change in, or amendments to, any laws (or any regulations or rulings promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein) or any change in, or amendments to, an official position regarding the application of such laws, regulations or rulings, which change or amendment is announced or becomes effective thereunder after January 9, 2001, the Company has become or, based upon a written opinion of independent counsel selected by the Company, will become obligated to the Par Call Datepay, with respect to a series of Securities, any Additional Amounts, the Company may redeem the Notes at its optionredeem, in whole or from time to time in partaccordance with this Article Eleven, at a redemption price (all, but not less than all, the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion Securities of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) series at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record any time at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus thereof, together with accrued and unpaid interest thereon tothereon, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to in such notice, such Notes will cease the rights of holders of record on the relevant Regular Record Date that is prior to bear the Redemption Date to receive interest on the date fixed for such redemption specified in such notice and relevant Interest Payment Date).
SECTION 14. For the only right sole benefit of the Holders of such Notes from and after the Redemption Date will 2006 Senior Notes, a new Section 1108 shall be added to receive payment the Indenture and, for the sole benefit of the Redemption Price Holders of the 2010 Senior Notes and Senior Debentures, the Fourth Supplemental Indenture shall be amended to add a new Section 11A which shall add a new Section 1108 to the Indenture as follows:
(a) Exchange Notes or Exchange Debentures may from time to time be executed by the Company and delivered to the Trustee for authentication and the Trustee shall thereupon authenticate and deliver said Exchange Notes or Exchange Debentures, upon surrender cancellation of an equal amount of Restricted Securities tendered in exchange, upon a Company Order without further action by the Company.
(b) No exchange of 2006 Senior Notes, 2010 Senior Notes or Senior Debentures for Exchange Notes or Exchange Debentures, as the case may be, shall occur until a Registration Statement shall have been declared effective by the Commission and any 2006 Senior Notes, 2010 Senior Notes or Senior Debentures that are exchanged for Exchange Notes or Exchange Debentures shall be cancelled by the Trustee.
SECTION 15. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS FIFTH SUPPLEMENTAL INDENTURE.
SECTION 16. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.
SECTION 17. Except as herein amended with respect to the 2006 Senior Notes, 2010 Senior Notes and the Senior Debentures, all applicable terms, conditions and provisions of the Indenture, as supplemented, shall continue in full force and effect and shall remain binding and enforceable in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partrespective terms.
Appears in 2 contracts
Sources: Supplemental Indenture (CBS Corp), Fifth Supplemental Indenture (Viacom International Inc /De/)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before November 10, 2025 (the “Par Call Date”), the redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)
Optional Redemption. At The Company will have the option of redeeming any time prior ------------------- outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. At any time prior (a) Prior to the Applicable Par Call Date, the Company may at its option redeem the Notes at its optionof a series, in whole or from time to time in part, at any time or from time to time, at a redemption price (Redemption Price in respect of the “Redemption Price”) Notes to be redeemed equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the Optional Redemption Date therefor:
(i) 100% of the aggregate principal amount of the such Notes being redeemed, and redeemed on such Optional Redemption Date; and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the such Notes to be being redeemed that would be due if the series of such notes Notes to be redeemed matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the to such Optional Redemption Date) discounted to the such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis pointsthe Applicable Spread for the series of such Notes to be redeemed.
(b) On and after the Applicable Par Call Date, plusthe Company may at its option redeem the Notes of a series, in each casewhole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the aggregate principal amount of such Notes being redeemed, plus accrued and unpaid interest thereon thereon, if any, to, but excluding, the Redemption Date; provided, however, that if the Optional Redemption Date falls after therefor.
(c) If the Company redeems Notes of a Regular Record series at its option, then (a) notwithstanding the foregoing (and without duplication), installments of interest on the Notes of such series that are due and payable on any Interest Payment Date and falling on or prior to an Optional Redemption Date for the corresponding Interest Payment Date, the Company Notes of such series will pay the full amount of accrued and unpaid interest and premium, if any, due be payable on such that Interest Payment Date to the Holder Holders thereof as of record at the close of business on the corresponding Regular Record Date immediately preceding such Interest Payment Date. Notwithstanding , according to the foregoing, if terms of the Notes are redeemed on or after of such series and the Par Call Date, Indenture and (b) the Redemption Price will for such Notes will, if applicable, be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available calculated on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right basis of the Holders a 360-day year consisting of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the twelve 30-day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partmonths.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Essential Utilities, Inc.), Third Supplemental Indenture (Aqua America Inc)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the immediately following paragraph. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of (i) business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Notes being redeemedSecurities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, and if any, in good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (iii) the sum of the present values values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Transocean Ltd.), Fourth Supplemental Indenture (Transocean Ltd.)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date .
(b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of redeeming the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the outstanding principal amount of the Notes being redeemedNote ("Optional Redemption"), subject to the other payment provisions herein, by paying to the Purchaser 110% of such principal amount together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the day notice of redemption (“Notice of Redemption”) is delivered to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which a Notice of Conversion has been given by the Purchaser at any time before receipt of a Notice of Redemption or given pursuant to the following sentence. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Borrower a Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption. The Redemption Amount must be paid in good funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date (“Optional Redemption Payment Date”). In the event the Borrower fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void. A Notice of Redemption may be given by the Borrower, provided (i) no Event of Default as described in the Note shall have occurred or be continuing; and (ii) the sum Note Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but are included for the redemption thereof (not including any portion of such payments of interest accrued unrestricted resale in a registration statement effective as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Convertible Note (Metropolitan Health Networks Inc), Convertible Note (Metropolitan Health Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call DateMarch 15, 2022, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including Redemption Price. At any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed time on or after the Par Call DateMarch 15, 2022, the Redemption Price Notes will be redeemable at the option of the Company, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the The Company shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to The Company shall have the Par Call Date, the Company may redeem the Notes at its optionright, in whole its ------------------- sole discretion, to redeem (an "Optional Redemption") all or from time to time in parta portion of the aggregate amount of principal of this Note, at a redemption price (the “Redemption Price”) equal to the greater of together with accrued but unpaid interest thereon, as follows:
(i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice delivery of any optional redemption of any Notes will be given to Holders at their addresses, as shown in Exchange Notice the Security Register Exchange Price for the Notes, not more than 60 nor BLCI Stock is less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call DateFloor Exchange Price, the Company shall give have the Trustee notice right to effect an Optional Redemption of the related principal amount, and accrued interest thereon, sought to be exchanged by the Holder as of such Exchange Date, at the Optional Redemption Price promptly therefor on the date ten (10) days after the calculation proposed Exchange Date, or first business day thereafter (an "Optional Redemption Date" with respect to an Exchange Date). The Company must exercise its right to effect such Optional Redemption by written notice thereof and if given to the Holder, on or before 8:00 p.m., New York time, on the next business day following the date of delivery of such Exchange Notice. Notice of such Optional Redemption, once given, shall obligate the Company has requested that to make the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base IndentureOptional Redemption specified therein.
(ii) If a Standstill Period continues for more than ninety (90) days, such notice from the Company shall have the right to effect an Optional Redemption of the unpaid principal amount of this Note at the Optional Redemption Price therefor on the date ten (10) days after the delivery of written notice to such effect, or first business day thereafter (an "Optional Redemption Date" with respect to a Standstill Period); provided, that the Purchaser shall be entitled to receive as Exchange Shares, calculated at the Exchange Price therefor, as Purchaser may be eligible to purchase on such date, with a pro tanto reduction in the Optional Redemption Price payable on such date. The Company must exercise its right to effect such Optional Redemption by written notice thereof given to the Trustee at Holder, on or before 8:00 p.m., New York time, within ten (10) business days following the termination of such time as 90 day period. Notice of such Optional Redemption, once given, shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither obligate the Company nor to make the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partOptional Redemption specified therein.
Appears in 2 contracts
Sources: Note Purchase Agreement (Reschke Michael W), Note Purchase Agreement (Reschke Michael W)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At The Company will have the option of redeeming ------------------- any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/), Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date .
(b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such notice and relevant Record Date to receive interest due on the only right of relevant Interest Payment Date).
(c) If the Holders of such Notes from and after the optional Redemption Date will be to receive payment of is on or after a Record Date and on or before the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100110% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with a portion of a Note for which notice of conversion has been given as provided in by the Indenture and funds for Subscriber. A Notice of Redemption must be accompanied by a certificate signed by the redemption chief executive officer or chief financial officer of the Notes called for redemption shall have been made available Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsSubscription's election, the Redemption Date, the Amount will be deemed a Mandatory Redemption Price Payment and the principal amount of the Notes held by such Holder to Optional Redemption Payment Date will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their deemed a Mandatory Redemption Payment Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Subscription Agreement (NCT Group Inc), Subscription Agreement (NCT Group Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Fifth Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 2 contracts
Sources: Second Supplemental Indenture (Intel Corp), Note Agreement (Intel Corp)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to Commencing on the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal during which all of the Equity Conditions have been in effect. A Notice of Redemption shall not be effective with respect to any portion of the Principal Amount or interest for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Payment Date, the Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the greater of Holder. If during the Redemption Period, Borrower announces or engages in a Fundamental Transaction, the Holder may elect, at Holder’s option, to exercise its rights under Section 5(d) herein. In the event the Borrower fails to pay the Redemption Amount on the Redemption Payment Date as set forth herein, then (i) the principal amount such Notice of the Notes being redeemedRedemption will be null and void, and (ii) Borrower will have no right to deliver another Notice of Redemption. In the sum of event the present values of the remaining scheduled payments of principal and interest on the Notes Equity Conditions cease to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or effect prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Security Agreement (iHookup Social, Inc.), Convertible Security Agreement (iHookup Social, Inc.)
Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Put Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Put Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Put Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Put Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Put Note. Any Notice of Redemption must be given to all holders of Notes being redeemedand Put Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Put Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the sum Company Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note and Put Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued are included in a registration statement effective as of the Redemption DateDate and the average closing price of the common stock on the Principal Market for the twenty-two (22) discounted consecutive trading days prior to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100is not less than 300% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided Conversion Price in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available effect on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of daily trading volume during such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeperiod is not less than 600,000 Common Shares per day. Only one Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall may be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.
Appears in 2 contracts
Sources: Subscription Agreement (Cambio Inc), Subscription Agreement (Telynx Inc)
Optional Redemption. At any time prior to The Borrower will have the Par Call Date, option of prepaying the Company may redeem the Notes at its optionoutstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and fifty percent (150%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing and include proof of funds to pay for the Optional Redemption (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than twenty (20) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal to during which all of the greater of Equity Conditions [until six months after the Original Issue Date, except for part (c) and (i) the principal amount of the Notes being redeemed, and (ii) the sum definition of the present values Equity Conditions] have been in effect. A Notice of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Note and Class a Warrant Agreement (Attitude Drinks Inc.), Secured Convertible Note (Attitude Drinks Inc.)
Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred percent (100%) of the Principal amount to be redeemed, together with accrued but unpaid interest thereon, if any, and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below and 2.8986 shares of Common Stock for each $1.00 of Note principal amount being redeemed (the “Redemption PriceAmount”). B▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than thirty (30) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following twenty (20) consecutive Trading Days (the “Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and (ii) the sum Equity Conditions have been in effect. A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Principal Amount for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. A Notice of Redemption may be given only in connection with an amount of Common Stock that would not exceed the Beneficial Ownership Limitation. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will Redemption Amount, less any cash portion of the Redemption Amount against which the Holder has permissibly exercised its conversion rights, shall be paid in good funds to the Holder. In the event the Borrower fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then (i) such Notice of Redemption will be null and void, (ii) Borrower will have no right to in such noticedeliver another Notice of Redemption, such Notes will and (iii) Borrower’s failure may be deemed by Holder to be a non-curable Event of Default. In the event the Equity Conditions cease to bear interest on be in effect prior to the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Amount, the Holder may cancel the Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption.
Appears in 2 contracts
Sources: Convertible Security Agreement (Reign Sapphire Corp), Convertible Security Agreement (Reign Sapphire Corp)
Optional Redemption. At any time prior The Senior Notes shall be subject to ------------------- redemption at the Par Call Date, option of the Company may redeem the Notes at its optionOperating Partnership, in whole or in part, at any time, and from time to time in parttime, at a redemption price (the “Redemption Price”) equal to the greater sum of (i) the principal amount of the Senior Notes being redeemed, plus accrued and unpaid interest thereon to the redemption date, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof Make-Whole Amount (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiumdefined below), if any, due on with respect to such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Senior Notes are redeemed on or after the Par Call Date(together, the "Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DatePrice"). If notice of redemption has been given as provided in the Original Indenture and funds for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date redemption date referred to in such notice, such Senior Notes will shall cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will redemption date shall be to receive payment of the Redemption Price upon surrender of such Senior Notes in accordance with such notice. Notice of any optional redemption of any Senior Notes will shall be given to Holders at their addresses, as shown in the Security Register security register for the Senior Notes, not less than 30 nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will shall specify, among other items, the Redemption DateSenior Notes to be redeemed, the Redemption Price and the principal amount of the Senior Notes held by such Holder to be redeemed. If all or less than all of the Senior Notes are to be redeemed at the option of the CompanyOperating Partnership, the Company Operating Partnership will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of the Senior Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Pricedate. The Trustee shall select, pro rata, by lot or in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Senior Notes to be redeemed in whole or in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Senior Notes during a period beginning at the opening of business 15 days before any selection of Notes to may be redeemed and ending at in part in the close authorized denomination of business on $1,000 or in any integral multiple thereof; provided, that, in the day case of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for a partial redemption, except until the unredeemed portion Private Placement -------- Legend shall have been removed therefrom, the remaining principal amount of any Note being redeemed in part.Senior Notes owned by any Holder or beneficial owner shall not be less than $100,000. As used herein:
Appears in 2 contracts
Sources: Supplemental Indenture (Cp LTD Partnership), Supplemental Indenture (Cp LTD Partnership)
Optional Redemption. At any time prior to the Par Call DateJuly 1, 2020, the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including Redemption Price. At any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed time on or after the Par Call DateJuly 1, 2020, the Redemption Price Notes will be redeemable at the option of the Issuer, in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the Notes being to be redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not less than 30 days nor more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company The Issuer shall give the Trustee notice of the related Redemption Price Make-Whole Amount promptly after the calculation thereof and if the Company Issuer has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company Issuer shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price Make-Whole Amount in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption PriceMake-Whole Amount. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company Issuer nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Supplemental Indenture (Liberty Property Limited Partnership), Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to the Par Call Date, the Company The Notes may redeem the Notes at its option, be redeemed in whole or from time to time in partpart at the option of the Issuer on or after January 19, 2018 (such redemption, an “Optional Redemption”) at a redemption price (the “Optional Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, payable in cash and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon interest, including Additional Interest, if any, to, but excluding, the applicable Optional Redemption Date. If notice of redemption has been given as provided , or, in the Indenture case of a Default by the Issuer in the payment of the Optional Redemption Price, the day on which such Default is no longer continuing; provided, however, that if the Notes are redeemed on a date that is after a Regular Record Date and funds for prior to the redemption corresponding Interest Payment Date, the accrued interest payable in respect of such Interest Payment Date shall not be payable to Holders of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and whom the principal amount of the Notes held by such Holder being redeemed pursuant to be redeemed. If all or less than all the Optional Redemption is paid, and shall instead pay the full amount of the relevant interest payment on such Interest Payment Date to the Holder of record on the relevant Regular Record Date for the corresponding Interest Payment Date. For the avoidance of doubt, the Issuer may not redeem any Notes are to in an Optional Redemption unless all accrued and unpaid interest thereon has been or is simultaneously paid (or will be redeemed paid at the option of next Interest Payment Date in accordance with the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (immediately preceding sentence) for all semi-annual interest periods or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption portions thereof terminating prior to the Par Call Redemption Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Note Purchase Agreement (Amarin Corp Plc\uk), Indenture (Amarin Corp Plc\uk)
Optional Redemption. (a) Subject to Section 1.02 hereof, the provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Sixth Supplemental Indenture, shall apply to the Notes.
(b) At any time prior to before the Par Call Date, the Company may redeem the Notes at its optionshall be redeemable, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the aggregate principal amount of the Notes being redeemed, and to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at using a discount rate equal to the Reinvestment Treasury Rate plus 25 35 basis points, plus, in the case of each caseof clause (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on for such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed Notes.
(c) At any time on or after the Par Call Date, Notes shall be redeemable, in whole or in part, at the Company’s election, at a Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in for such noticeNotes.
(d) On and after any Redemption Date for the Notes, such Notes interest will cease to bear interest accrue on Notes or any portion thereof called for redemption, unless the date fixed for such redemption specified Company defaults in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register relevant Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on such Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issueselected in accordance with the procedures of the Depositary; provided, register the transfer however, that in no event shall Notes of a principal amount of $2,000 or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to less be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
(e) Notice of any redemption shall be electronically delivered or mailed at least 15 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b) or (c) of this Section 4.01, as applicable, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the Redemption Date and at the applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate applicable Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 30 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date .
(b) At any time on and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of on the Notes called for redemption shall have been made available on to the Redemption Date referred (subject to the right of Holders of record on the relevant ant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes prepay this Note at its optionany time, in whole or from time to time in part, without penalty or premium. If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note, the Purchase Agreement or any other Related Agreement (collectively, the “Redemption Amount”), upon receipt in full of the Redemption Amount in good funds, the Holder will rebate to Company fifty percent (50%) of any fees it received from the Company on the date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption price (the “Notice of Redemption”) specifying the date for such Optional Redemption (the “Redemption PricePayment Date”), which date shall be within ten (10) equal to the greater of (i) the principal amount business days of the Notes being redeemed, and (ii) the sum date of the present values Notice of Redemption (the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of “Redemption Period”). On the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice “Outstanding Notes”) and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given this Section 1.4 elects to Holders at their addressesmake an Optional Redemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Note Agreement (Micro Component Technology Inc), Note Agreement (Micro Component Technology Inc)
Optional Redemption. At This Note may be redeemed in whole or in part upon not less than 30 nor more than 60 days' notice, at any time and from time to time prior to the Par Call Stated Maturity, at the option of the Company at the redemption price of $1,000 per $1,000 principal amount of Notes, plus any interest accrued but not paid prior to (but not including) the Optional Redemption Date, if both of the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of following have occurred: (i) payment in full by the principal amount Company of the Non-Convertible Notes being redeemedincluding without limitation, accrued but unpaid interest, pre-payment penalties, fees or other expenses due thereunder and (ii) the sum New Conversion Rights Date. Unless the Company defaults in the payment of the present values of the remaining scheduled payments of principal and Redemption Price, interest will cease to accrue on the Notes to be redeemed that would be due if such notes matured or portions thereof called for redemption on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less fewer than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify Trustee shall select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of particular Notes to be redeemed and their Redemption Datefrom the outstanding Notes by the methods as provided in the Indenture. In connection If any Note selected for partial redemption is converted in part before termination of the conversion right with any redemption prior respect to the Par Call Dateportion of the Note so selected, the Company converted portion of such Note shall give be deemed to be the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested portion selected for redemption (provided, however, that the Trustee give Holder of such Note so converted and deemed redeemed shall not be entitled to the Holders the notice any additional interest payment as a result of such deemed redemption required by Section 1104 than such Holder would have otherwise been entitled to receive upon conversion of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemptionNote). The Trustee shall Notes which have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes been converted during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed may be treated by the Trustee as outstanding for the purpose of such selection. On and ending at after the close Redemption Date, interest ceases to accrue on Notes or portions of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, Notes called for redemption, except unless the unredeemed portion Company defaults in the payment of any Note being redeemed the Redemption Price and accrued and unpaid interest. Notice of redemption will be given by the Company to the Holders as provided in partthe Indenture.
Appears in 2 contracts
Sources: Indenture (PRG Schultz International Inc), Indenture (PRG Schultz International Inc)
Optional Redemption. At any time prior to the Par Call DateThe Company may, the Company may redeem the Notes at its option, in whole or at any time and from time to time in parttime, at and so long as the Optional Redemption Conditions are satisfied on the Optional Redemption Notice Date and each Trading Day of the Optional Redemption Period, deliver a redemption price written notice (a “Optional Redemption Notice” and the date that such Optional Redemption Notice is delivered the “Optional Redemption PriceNotice Date”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business its election (which may be made contingent on the corresponding Regular Record consummation of any other transaction, but which is otherwise irrevocable) to redeem all, but not less than all, of the Notes for an amount in cash equal to the Early Redemption Amount on the date that is 20 Trading Days after the Optional Redemption Notice Date (such 20 Trading Day period the “Optional Redemption Period” and such date of payment specified by the Company, the “Optional Redemption Date”). The Optional Redemption Notice shall include a certification that the Optional Redemption Conditions are satisfied. On the Optional Redemption Date, subject to the consummation of any other transaction on which the Optional Redemption Notice was made contingent, the Company shall deliver an amount in cash to the Holder equal to the Early Redemption Amount by wire transfer of immediately available funds. Notwithstanding the foregoing, if on any Trading Day during the Notes are redeemed on or after Optional Redemption Period any of the Par Call DateOptional Redemption Conditions is not satisfied, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon toHolder may, but excludingat its option, the applicable Redemption Date. If send a written notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemptionCompany voiding the Optional Redemption Notice ab initio. The notice For the avoidance of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Datedoubt, the Company shall give honor all Notices of Conversion delivered at any time, and from time to time, during the Trustee notice of the related Optional Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partNotice Period.
Appears in 2 contracts
Sources: Convertible Security Agreement (Nvni Group LTD), Convertible Security Agreement (Nvni Group LTD)
Optional Redemption. At any time prior to The Senior Notes will be redeemable, at the Par Call Date, option of the Company may redeem the Notes at its optionCompany, in whole at any time or in part from time to time in part(a “Redemption Date”), at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Senior Notes being redeemed, and to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (redeemed, not including any portion of such the payments of interest accrued as of the such Redemption Date) , discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 20 basis points, plus, as calculated by an Independent Investment Banker; plus in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If the Company has given notice of redemption has been given as provided in the Original Indenture and made funds available for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such that notice, such those Senior Notes will cease to bear interest on that Redemption Date. Any interest accrued to the date fixed for such redemption will be paid as specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice The Company will give written notice of any optional redemption of any Senior Notes will be given to Holders of the Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 30 days and not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Datedate fixed for redemption, the Redemption Price redemption price and the aggregate principal amount of the Senior Notes held by such Holder to be redeemed. If all or the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes are to be redeemed at the option of the Company, the Company will notify shall be selected by the Trustee at least not more than 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating will select the Redemption Price. The Trustee shall selectmethod in its sole discretion, in such manner as it shall deem fair appropriate and appropriatefair, no less than 60 days prior to for the date of redemption, the Senior Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Fifth Supplemental Indenture (Principal Financial Group Inc), Senior Notes Indenture (Principal Financial Group Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before May 15, 2029 (the “Par Call Date”), the redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 35 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Sixth Supplemental Indenture (Hewlett Packard Enterprise Co), Senior Notes Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemedredeemed plus accrued and unpaid interest thereon to, and but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred is on or after a 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 noticeRecord Date, such and no additional interest will be payable to Holders whose Notes will cease be subject to bear interest on redemption by the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Company. On and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such accrue on Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. .
(d) If all or less than all of the Notes are to be redeemed redeemed, the Trustee shall authenticate for the Holder at the option expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Definitive Note surrendered representing the same indebtedness to the extent not redeemed or purchased; provided that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.
(e) In addition to the Company’s rights to redeem the Notes as set forth above, the Company will notify may purchase Notes in open-market transactions, tender offers or otherwise invest such net proceeds in any manner that is not prohibited by the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem all or, from time to time, a part of the Notes Notes, at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) prices equal to the greater 100% of (i) the principal amount of the Notes being redeemedredeemed plus accrued interest, and if any, to the redemption date, plus the excess of:
(iia) as determined by the calculation agent (which shall initially be the Trustee), the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments payment of interest accrued as on the date of redemption, from the Redemption Date) redemption date to the maturity date, discounted to the Redemption Date redemption date on a semi-annual basis A-7 (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to over
(b) 100% of the principal amount of the Notes being redeemed plus redeemed. 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 thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior paid to the date fixed for redemption. The notice of redemption will specify, among other items, Person in whose name the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as Note is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending registered at the close of business on such record date, and no additional interest will be payable to beneficial Holders whose Notes will be subject to redemption by the day Issuer. In the case of mailing any partial redemption, the relevant Trustee will select the Notes for redemption in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed or, if the Notes are not listed, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, although no Note of $2,000 in original principal amount or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption; or (ii) register redemption relating to that Note will state the transfer portion of or exchange any Note, or portion thereof, called for redemption, except the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued and delivered to the Trustee, or in the case of any Note being redeemed Definitive Notes, issued in partthe name of the Holder thereof upon cancellation of the original Note.
Appears in 2 contracts
Sources: Indenture (Fresenius Medical Care AG & Co. KGaA), Indenture (Fresenius Medical Care AG & Co. KGaA)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption has been ("Notice of Redemption) is given as provided to a Subscriber ("Redemption Date"). The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber not later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Note proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 2 contracts
Sources: Subscription Agreement (Bravo Foods International Corp), Subscription Agreement (Bravo Foods International Corp)
Optional Redemption. (a) At any time prior to (i) the Par Call DateDate (as defined below) in respect of a series of Fixed Rate Notes other than the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes and (ii) the Stated Maturity with respect to the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, the Company may redeem the Fixed Rate Notes at its optionof such series, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) 100% of the principal amount of the Fixed Rate Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest (excluding interest accrued to the Redemption Date) on the Fixed Rate Notes to be redeemed that would be due if such notes matured on from the Redemption Date to either (A) the Par Call Date but for the redemption thereof (not including any portion of such payments series of interest accrued as Fixed Rate Notes other than the 2-Year Fixed Rate Notes or the 3-Year Fixed Rate Notes or (B) the Stated Maturity in the case of the Redemption Date) 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes, in each case, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis pointsthe Make-Whole Basis Points applicable to such series of Fixed Rate Notes, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, if any, due on such Interest Payment the principal amount of the Fixed Rate Notes being redeemed to but excluding the Redemption Date (the "Fixed Rate Make Whole Redemption Price").
(b) Subject to the Holder of record immediately following sentence, at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed any time on or after the Par Call DateDate in respect of a series of Senior Notes, the Redemption Price will be Company may redeem Senior Notes of such series, in whole or in part, at a redemption price equal to 100% of the principal amount of the Senior Notes being redeemed redeemed, plus any interest accrued and unpaid interest thereon but not paid to, but excluding, the applicable Redemption Date (such redemption, a "Par Call"). The 18-Month Floating Rate Notes, the 2-Year Fixed Rate Notes and the 3-Year Fixed Rate Notes shall not be subject to a Par Call.
(c) In the event of a redemption where the Fixed Rate Make Whole Redemption Price is payable, the Treasury Rate shall be calculated on the third Business Day preceding the Redemption Date. If notice .
(d) Notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes mailed or otherwise delivered in accordance with such notice. Notice the applicable procedures of any optional redemption the Depository in accordance with Section 11.04 of any Notes will be given to Holders the Base Indenture at their addresses, as shown in the Security Register for the Notes, least fifteen (15) but not more than 60 nor less than 15 sixty (60) days prior to the date fixed for redemption. The notice of redemption will specify, among other items, before the Redemption Date, the Redemption Price and the principal amount to each Holder of the Senior Notes held by such Holder to be redeemed. If all or less than all of the Senior Notes then Outstanding of any series are to be redeemed at the option of the Companyredeemed, the Company Trustee will notify select the Trustee at least 45 days prior to giving notice of redemption (particular Senior Notes or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection portions thereof in accordance with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 11.03 of the Base Indenture, such notice from .
(e) For the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice purposes of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionthis Section, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.terms below are defined as follows:
Appears in 2 contracts
Sources: Supplemental Indenture (Cigna Corp), Supplemental Indenture (Halfmoon Parent, Inc.)
Optional Redemption. At any time prior to Commencing six (6) months after the Par Call Dateoriginal Issue Date of this Note, the Company may redeem Borrower will have the Notes at its optionoption of prepaying the outstanding Principal amount of this Note (“Optional Redemption”), in whole or from time to time in part, at by paying to the Holder a redemption price sum of money in cash equal to one hundred and twenty-five percent (125%) of the Principal amount to be redeemed (or, if the average VWAP of the Common Stock for the ten trading days immediately prior to the date the Notice of Redemption is given is $5.00 or more, 100% of the Principal amount to be redeemed), together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the Holder arising under this Note through the Redemption Payment Date, as defined below (the “Redemption PriceAmount”). ▇▇▇▇▇▇▇▇’s election to exercise its right to prepay must be by notice in writing (“Notice of Redemption”). The Notice of Redemption shall specify the date for such Optional Redemption (the “Redemption Payment Date”), which date shall be a date certain not sooner than fifteen (15) Trading Days after the date of the Notice of Redemption (the “Redemption Period”). A Notice of Redemption, if given, may be given on the first Trading Day following ten (10) consecutive Trading Days (the “Lookback Period”) equal to the greater of (i) the principal amount during which all of the Notes being redeemed, and Equity Conditions have been in effect (ii) other than the sum requirement to obtain the Stockholder Approval). A Notice of the present values of the remaining scheduled payments of principal and interest on the Notes Redemption shall not be effective with respect to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of the Principal Amount or interest accrued as of for which the Holder has previously delivered an election to convert, or for conversions initiated or made by the Holder during the Redemption Date) discounted to Period. On the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay Redemption Amount, less any portion of the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to Redemption Amount against which the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on has permissibly exercised its conversion rights (whether before or after the Par Call Dategiving of the Notice of Redemption), shall be paid in good funds to the Holder. In the event the Borrower fails to pay the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred to in as set forth herein, then (i) such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Notice of the Holders of such Notes from and after the Redemption Date will be null and void, (ii) Borrower will have no right to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. deliver another Notice of any optional redemption of any Notes will Redemption, and (iii) Borrower’s failure may be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held deemed by such Holder to be redeemed. If all or less than all a non-curable Event of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 2 contracts
Sources: Convertible Security Agreement (Echo Therapeutics, Inc.), Convertible Security Agreement (Echo Therapeutics, Inc.)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: First Supplemental Indenture (Hewlett Packard Enterprise Co), First Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) At any time prior to the Par Call Date, the Company Notes may redeem be redeemed by the Notes at its optionCompany, in whole or from time to time in part, at the Company’s option, at a redemption price (the “Redemption Price”) equal to the greater of of:
(i) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; or
(ii) the sum of the present values of the remaining scheduled payments of principal and interest Remaining Scheduled Payments on the such Notes to be being redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such the payments of interest accrued as of the redemption date (the “Redemption Date) ”)), discounted to its present value as of the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Adjusted Treasury Rate, as determined by the Quotation Agent, plus 25 40 basis points, plus, in each case, plus accrued and unpaid interest thereon on the principal amount of such Notes being redeemed to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed .
(b) At any time on or after the Par Call Date, the Redemption Price will be Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon interest, if any, on the Notes to, but excluding, the applicable Redemption Date. If notice Date (subject to the right of redemption has been given as provided in the Indenture and funds for the redemption Holders of the Notes called for redemption shall have been made available record on the relevant Record Date to receive interest due on the relevant Interest Payment Date).
(c) If the optional Redemption Date referred to in such notice, such Notes will cease to bear interest is on or after a Record Date and on or before the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption related Interest Payment Date, the Redemption Price accrued and the principal amount of the Notes held by such Holder to unpaid interest, if any, will be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory paid to the Trustee) of Person in whose name the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending 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 day of mailing Company. On and after the relevant notice of redemption; Redemption Date, interest will cease to accrue on Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 2 contracts
Sources: Indenture (Smithfield Foods Inc), Indenture (Smithfield Foods Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 15 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) pursuant to the following terms: At any time before September 10, 2030 (the “Par Call Date”), the redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if after the related Redemption Date but for such notes matured redemption (assuming, for this purpose, that the Notes mature on the Par Call Date but for the redemption thereof (not including any portion of such payments Date), exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a discount rate equal to the Reinvestment Treasury Rate plus 25 20 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Issuer may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption Date referred relevant record date according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however, that in no event shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business least 15 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Seventh Supplemental Indenture (Hewlett Packard Enterprise Co), Seventh Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. (a) The provisions of Article XI of the Base Indenture, as supplemented by the provisions of this Supplemental Indenture, shall apply to the Notes.
(b) At any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or and from time to time time, the Notes shall be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of each Holder of the Notes to be redeemed, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being to be redeemed, and or (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of interest and principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date) discounted to the Redemption Date on a semi-annual basis (semiannual basis, assuming a 360-day year consisting of twelve 30-day months) , at the Reinvestment Treasury Rate plus 25 basis points, plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption DateDate for such Notes; provided, however, that if the Redemption Date falls is after a Regular Record Date and on or prior to the a corresponding Interest Payment Date, the Company will pay the full amount of such accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available paid on the Redemption Date referred to in such notice, such Notes will cease to bear interest the holder of record on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Regular Record Date.
(c) On and after the Redemption Date for such Notes, interest will be cease to receive accrue on such Notes or any portion thereof called for redemption, unless the Company defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Company shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by accrued and unpaid interest, if any, on such Holder to be redeemedNotes. If all or less than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed shall be selected by the Trustee by such method as the Trustee and their Redemption Date. In connection with the Depositary deems appropriate; provided, however, that in no event, shall Notes of a principal amount of $1,000 or less be redeemed in part.
(d) Notice of any redemption prior shall be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Par Call DateNotes to be redeemed; provided, the Company shall give however, that if the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee is asked to give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company it shall be given to the Trustee notified in writing of such request at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 least 15 days prior to the date of redemptionthe giving of such notice (unless a shorter notice shall be satisfactory to the Trustee). Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as described above in clause (b), shall be set forth in an Officer’s Certificate of the Company delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes to be redeemed in part. Neither called for redemption shall become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed applicable Redemption Price, plus accrued and ending at unpaid interest, if any, to, but not including, the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 2 contracts
Sources: Third Supplemental Indenture (Schwab Charles Corp), Third Supplemental Indenture (Schwab Charles Corp)
Optional Redemption. At The Notes will be redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (. The Redemption Price for the “Notes to be redeemed on any Redemption Price”) Date shall be equal to the greater of the following amounts:
(ia) 100% of the principal amount of the Notes being redeemed, and redeemed on the Redemption Date; or
(iib) the sum sum, as determined by an Independent Investment Banker, of the present values of the remaining scheduled payments of principal and interest on the Notes to be being redeemed on that would be due if such notes matured on the Par Call Redemption Date but for the redemption thereof (not including any portion of such any payments of interest accrued as of to the Redemption Date) discounted to the Redemption Date on a semi-annual basis at the Treasury Rate, plus 25 basis points; plus, in each case, accrued and unpaid interest on the Notes to, but excluding, the Redemption Date. If money sufficient to pay the redemption price of all of the Notes (assuming or portions thereof) to be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date, then on and after such Redemption Date, interest will cease to accrue on such Notes (or such portion thereof) called for redemption. Notwithstanding the foregoing, installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant record date according to the Notes and the Indenture. The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: First Supplemental Indenture (Energizer Holdings Inc)
Optional Redemption. At any time prior (a) Beginning on September 22, 2022 and provided that the applicable Conditions to Redemption have been satisfied and will continue to be satisfied if the Par Call Dateoptional redemption payment were made on the Subordinated Notes, the Company Subordinated Notes may redeem the Notes at its optionbe redeemed, in whole at any time or in part from time to time in parttime, at the Issuer’s option, at a redemption price (the “Redemption Price”) Price equal to the greater accrued and unpaid interest (including Arrears of (iInterest) on the principal amount of the Subordinated Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; providedredemption date, howeverand any Additional Amounts thereon, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to plus 100% of the principal amount of the Subordinated Notes being redeemed plus accrued and unpaid interest thereon to, to be redeemed.
(b) Notice of any optional redemption will be mailed at least 30 days but excluding, not more than 60 days before the applicable Redemption Date. If notice date of redemption has been given as provided in the Indenture and funds for the redemption to each Holder of the Subordinated Notes called for redemption to be redeemed. The Issuer shall have been made available on notify the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice Trustee and the only right of the Holders of the Subordinated Notes in writing not less than 10 Business Days prior to the applicable redemption date (or as soon as reasonably practicable if the applicable Conditions to Redemption are no longer satisfied as of a date less than 10 Business Days prior to the applicable redemption date) if the applicable Conditions to Redemption will not be satisfied on the applicable redemption date, which written notice shall state the cause of the failure to satisfy such conditions, and the redemption shall be deferred until such time as the applicable Conditions to Redemption are satisfied. In such event, the Issuer shall further notify the Trustee and the Holders of the Subordinated Notes from in writing not more than 5 Business Days following the satisfaction of the applicable Conditions to Redemption that such conditions have been satisfied and after stating the new redemption date for the Subordinated Notes, which shall be the 10th Business Day following the date such conditions were satisfied. If at any time following the date of such written notice and prior to the new redemption date the applicable Conditions to Redemption Date will be to receive are no longer satisfied, the above notice provisions shall again apply.
(c) Unless the Issuer defaults in payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses(including, as shown for this purpose, a non-payment in the Security Register for event the Notesapplicable Conditions to Redemption have not been satisfied), not more than 60 nor less than 15 days prior on and after the redemption date, interest will cease to accrue on the date fixed Subordinated Notes or portions thereof called for redemption. The notice of redemption will specify, among other items, In the Redemption Date, event the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Subordinated Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility called for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, neither the Notes to be redeemed in part. Neither the Company Issuer nor the Trustee shall will be required to: (i) issue, to register the transfer of or exchange the Subordinated Notes to be redeemed during a period beginning at the opening of business 15 days before any selection the day of Notes to be redeemed the mailing of a notice of redemption and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch mailing.
Appears in 1 contract
Sources: Subordinated Indenture (Sirius International Insurance Group, Ltd.)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) at a redemption price (the “Redemption Price”) calculated as follows. If the relevant Redemption Date occurs prior to July 15, 2022, the Redemption Price will be equal to the greater 100% of (i) the principal amount of the Notes Securities being redeemedredeemed plus accrued and unpaid interest up to but not including the Redemption Date plus a premium (the “Make-Whole Premium”), if any is required to be paid pursuant to the immediately following paragraph. If the relevant Redemption Date occurs on or after July 15, 2022, the Redemption Price payable will be equal to 100% of the principal amount of the Securities being redeemed plus accrued and unpaid interest up to but not including the Redemption Date (iiwith no Make-Whole Premium). If the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Securities plus accrued and unpaid interest up to but not including the Redemption Date. The Company will calculate the Make-Whole Premium, if any, in good faith, applying the Treasury Rate determined as set forth in the definition thereof. The amount of the Make-Whole Premium is equal to the excess, if any, of: (i) the sum of the present values values, calculated as of the Redemption Date, of: (A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 35 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior Prior to July 5, 2027 (the “Applicable Par Call Date”), the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of:
(i) the principal amount of the Notes being redeemed, and (iiA) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to be redeemed that would be due if such notes the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 15 basis pointspoints (such sum to be calculated as set forth in the Indenture); or
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in each casethe case of either (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption has that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture and funds for the redemption of Indenture, the Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the applicable Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticePrice. Notice of any optional redemption of any Notes will may, at the Issuer’s discretion, be given subject to Holders at their addressesone or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as shown an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Security Register for Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the Notes, event that any or all such conditions shall not more than 60 nor less than 15 days have been satisfied or otherwise waived on or prior to the date fixed for redemptionBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of redemption will specify, among other items, business one Business Day prior to the Redemption DateDate if any such redemption has been rescinded or delayed, and upon receipt the Redemption Price and the principal amount Trustee shall provide such notice to each Holder of the Notes held by such Holder to be redeemed. If all or less than all of in the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders same manner in which the notice of redemption required by Section 1104 was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Base IndentureDepositary. Once notice of redemption is mailed or sent, such notice from the Company shall be given subject to the Trustee at such time as shall permit satisfaction of any conditions precedent provided in the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither called for redemption will become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 1 contract
Optional Redemption. At (a) The Partnership shall have the right at any time, and from time prior to the Par Call Datetime, the Company may on or after December 20, 2024 to redeem the Notes at its optionPreferred Interests, in whole or from time to time in part, at from any source of funds legally available for such purpose. Any such redemption shall occur on a redemption price date set by the General Partner (the “Preferred Interest Redemption Date”).
(b) The Partnership shall effect any such redemption by paying cash for each Preferred Interest, to be redeemed equal to the Preferred Interest Liquidation Preference for such Preferred Interest on such Preferred Interest Redemption Date (the “Preferred Interest Redemption Price”) equal ). Preferred Interest Redemption Price shall be paid by the Paying Agent to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest each holder on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Preferred Interest Redemption Date.
(c) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If The Partnership shall give notice of any redemption has been given as provided in the Indenture by mail, postage prepaid, not less than 30 days and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to before the date fixed for redemption. The notice of redemption will specify, among other items, the scheduled Preferred Interest Redemption Date, to the Redemption Price and Preferred Interest Holders (as of 5:00 p.m. New York City time on the principal amount Business Day next preceding the day on which notice is given) of any Preferred Interests to be redeemed as such Preferred Interest Holders’ names appear on the books of the Notes held by Transfer Agent and at the address of such Preferred Interest Holder shown therein. Such notice (the “Preferred Interest Redemption Notice”) shall state: (1) the Preferred Interest Redemption Date, (2) the number of Preferred Interests to be redeemed and, if less than all Outstanding Preferred Interests are to be redeemed. , the number (and the identification) of Preferred Interests to be redeemed from such Preferred Interest Holder, (3) the Preferred Interest Redemption Price, (4) the place where the Preferred Interests are to be redeemed and shall be presented and surrendered for payment of the Preferred Interest Redemption Price therefor and (5) that distributions on the Preferred Interests to be redeemed shall cease to accumulate from and after such Preferred Interest Redemption Date.
(d) If all or the Partnership elects to redeem less than all of the Notes are Outstanding Preferred Interests, the number of Preferred Interests to be redeemed at shall be determined by the option General Partner, and such Preferred Interests shall be redeemed by such method of selection as the holders shall determine either Pro Rata or by lot, with adjustments to avoid redemption of fractional Preferred Interests. The aggregate Preferred Interest Redemption Price for any such partial redemption of the CompanyOutstanding Preferred Interests shall be allocated correspondingly among the redeemed Preferred Interests. The Preferred Interests not redeemed shall remain outstanding and entitled to all the rights and preferences provided in this Article XVI.
(e) If the Partnership gives or causes to be given a Preferred Interest Redemption Notice, the Company will notify Partnership shall deposit with the Trustee at least 45 days prior Paying Agent funds, sufficient to giving notice of redemption (or redeem the Preferred Interests, as applicable, as to which such shorter period as is satisfactory Preferred Interest Redemption Notice shall have been given, no later than 5:00 p.m. New York City time on the Business Day immediately preceding the Preferred Interest Redemption Date, and shall give the Paying Agent irrevocable instructions and authority to pay the Preferred Interest Redemption Price to the Trustee) of the aggregate principal amount of Notes Preferred Interest Holders to be redeemed upon surrender or deemed surrender of the certificates therefor as set forth in the Preferred Interest Redemption Notice. If the Preferred Interest Redemption Notice shall have been given, from and their after the Preferred Interest Redemption Date. In connection with any Date unless the Partnership defaults in providing funds sufficient for such redemption prior at the time and place specified for payment pursuant to the Par Call DatePreferred Interest Redemption Notice, the Company all Preferred Interest Distributions on such Preferred Interests to be redeemed shall give the Trustee notice cease to accumulate and all rights of holders of the related Preferred Interests as Limited Partners with respect to the Preferred Interests to be redeemed shall cease, except the right to receive the Preferred Interest Redemption Price promptly after and the calculation thereof and Preferred Interests shall not thereafter be transferred on the books of the Transfer Agent or be deemed to be outstanding for any purpose whatsoever. The Partnership shall be entitled to receive from the Paying Agent the interest income, if any, earned on such funds deposited with the Company has requested that the Trustee give Paying Agent (to the Holders extent that such interest income is not required to pay the notice of redemption required by Section 1104 Preferred Interest Redemption Price of the Base IndenturePreferred Interests to be redeemed), such notice from and the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice holders of the Redemption Price in such notice of redemption. The Trustee any Preferred Interests so redeemed shall have no responsibility claim to any such interest income. Any funds deposited with the Paying Agent hereunder by the Partnership for calculating any reason, including redemption of the Preferred Interests that remain unclaimed or unpaid after two years after the applicable Preferred Interest Redemption Price. The Trustee Date or other payment date, as applicable, shall selectbe, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionextent permitted by law, repaid to the Notes Partnership upon its written request, after which repayment the Preferred Interest Holders entitled to be redeemed in partsuch redemption or other payment shall have recourse only to the Partnership. Neither the Company nor the Trustee Notwithstanding any Preferred Interest Redemption Notice, there shall be required to: no redemption of any Preferred Interests called for redemption until funds sufficient to pay the full Preferred Interest Redemption Price of the Preferred Interests shall have been deposited by the Partnership with the Paying Agent.
(if) issue, register Any Preferred Interests that are redeemed or otherwise acquired by the transfer Partnership shall be canceled. If only a portion of or exchange Notes during the Preferred Interests represented by a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, certificate shall have been called for redemption, except the unredeemed portion Paying Agent shall adjust the applicable book-entry account representing the number of Preferred Interests that have not been called for redemption.
(g) Notwithstanding anything to the contrary in this Article XVI, in the event that full cumulative distributions on the Preferred Interests shall not have been paid or declared and set apart for payment, none of the Partnership, the General Partner or any Note being redeemed Affiliate of the General Partner shall be permitted to repurchase, redeem or otherwise acquire, in whole or in part, any Preferred Interests except pursuant to a purchase or exchange offer made on the same terms to all Preferred Interest Holders. None of the Partnership, the General Partner or any Affiliate of the General Partner shall be permitted to redeem, repurchase or otherwise acquire any Partnership Interests unless full cumulative distributions on the Preferred Interests for all prior and the then-ending Preferred Interest Distribution Periods shall have been paid or declared and set apart for payment.
Appears in 1 contract
Sources: Limited Partnership Agreement (Emerge Energy Services LP)
Optional Redemption. At (a) The Issuer may effect an Optional Redemption of the Notes, in whole or in part, and reduce the Commitment Amount, on any Redemption Date (such Redemption Date shall be a date to be specified in a notice to be delivered as described in the second sentence of this Section 10.01(a)) by deposit in full of the Redemption Price in the Distribution Account for distribution to the applicable Holders of the Notes and other persons entitled thereto by 10:00 a.m. (New York, New York time) on the Business Day preceding the applicable Redemption Date whereupon all such Notes shall be due and payable on the applicable Redemption Date, in connection with which the Issuer shall comply with the provisions of this Section 10.01 and Section 10.02 hereof. The Issuer will furnish notice of such election to the Trustee, the Owner Trustee, the Trust’s Agent and the Rating Agency no later than ten (10) Business Days prior to the proposed Redemption Date. Any Optional Redemption of the Notes during the Aggregation Period shall be accompanied by a corresponding, equal and permanent reduction of the Commitment Amount.
(b) The Notes to be redeemed shall, following delivery of a notice of an Optional Redemption complying with Section 10.02 hereof, on the Redemption Date become due and payable at the Redemption Price with respect thereto and (unless such Redemption Price is not paid) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. On the Redemption Date, upon deposit in full by the Issuer in the Distribution Account of an amount equal to the Redemption Price, the Noteholders shall have no interest therein nor any claim to any distributions in respect of the Indenture Collateral (other than the Transaction Accounts).
(c) The portion of the Redemption Price constituting payment of principal or the Make-Whole Amount, if applicable, of the Notes shall be distributed to Noteholders in accordance with Section 7.05(b) of the Sale and Servicing Agreement and all other amounts included in the Redemption Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement.
(d) The Issuer may withdraw any notice of Optional Redemption or specify a new Redemption Date at any time prior to the Par Call Date, the Company may redeem the Notes at its option, proposed Redemption Date set forth in whole or from time to time in part, at a redemption price (the “any prior notice of Optional Redemption Price”) equal by providing written notice to the greater Trustee and the Rating Agency by no later than the second Business Day preceding such Redemption Date. A withdrawal of (i) such notice of Optional Redemption or the principal amount inability of the Issuer to complete an Optional Redemption of the Notes being redeemed, and (ii) the sum will not constitute an Event of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partDefault.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Notes ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given as provided by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. Any Notice of Redemption must be given to all holders of Notes issued in connection with the Offering, in proportion to their holdings of Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender Date; and (iii) the closing price of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for Common Stock on the Notes, Principal Market (or other market if not more than 60 nor listed or trading on a Principal Market) is less than 15 the Maximum Base Price for each of the ten (10) trading days prior to the date fixed for redemption. The notice of redemption will specify, among other items, preceding the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder . Note proceeds may not be used to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Ivg Corp)
Optional Redemption. At The Senior Notes will be redeemable, at the option of the Company, at any time prior and from time to time (the Par Call date of any such redemption, a “Redemption Date, the Company may redeem the Notes at its option”), in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to:
(a) if the Senior Notes are redeemed prior to the Par Call Date, the greater of (i) 100% of the principal amount of the Senior Notes being redeemed, and to be redeemed or (ii) an amount equal to the sum of the present values of the remaining scheduled payments of principal and interest on the Senior Notes to be redeemed that would be due if such notes the Senior Notes matured on the Par Call Date but for the redemption thereof (Date, not including any portion of such the payments of interest accrued as of the such Redemption Date) , discounted to the such Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Treasury Rate, plus 25 20 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Dateas calculated by an Independent Investment Banker; provided, however, that or
(b) if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Senior Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Senior Notes being redeemed plus to be redeemed; plus, in each case, accrued and unpaid interest thereon on the Senior Notes to be redeemed to, but excluding, the applicable such Redemption Date. If the Company has given notice of redemption has been given as provided in the Original Indenture and made funds available for the redemption of the any Senior Notes called for redemption shall have been made available on the Redemption Date referred to in such that notice, such those Senior Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after that Redemption Date. Any interest accrued to the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes paid as specified in accordance with such notice. Notice The Company will give written notice of any optional redemption of any Senior Notes will be given to Holders of the Senior Notes to be redeemed at their addresses, as shown in the Security Register for the Senior Notes, at least 30 days and not more than 60 nor less than 15 days prior to the date fixed for redemptionRedemption Date. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the aggregate principal amount of the Senior Notes held by such Holder to be redeemed. If all or the Company chooses to redeem less than all of the Senior Notes, the particular Senior Notes are to be redeemed at the option of the Company, the Company will notify shall be selected by the Trustee at least not more than 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior The Senior Notes shall be selected by lot or, in the case of Global Securities, pursuant to the Par Call Date, the Company shall give the Trustee notice applicable procedures of the related Redemption Price promptly after Depositary, for the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Senior Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Ninth Supplemental Indenture (Principal Financial Group Inc)
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption SECTION 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in SECTION 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount Unsecured 12 must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Mooney Aerospace Group LTD)
Optional Redemption. At any time prior to May 15, 2053 (which is the date that is six months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of:
(a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and
(iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Company may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, if any, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given (with a copy to the Trustee Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
Appears in 1 contract
Sources: Indenture (JBS S.A.)
Optional Redemption. At any time prior The Company will have the option of redeeming the Note and Second Payment Note (as hereinafter defined) ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) equal to the greater sum of (i) money determined by multiplying the principal amount of the Note or Second Payment Note by 130% together with accrued but unpaid interest thereon ("Redemption Amount") outstanding on the day the date notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note or Second Payment Note for which notice of conversion has been given by the Subscriber at any time before receipt of a Notice of Redemption. The Subscriber may elect within three (3) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note and Second Payment Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Amount. The Redemption Amount must be paid in good funds to the Subscriber no later than the sixth business day after the Redemption Date. In the event the Company fails to pay the Redemption Amount by such date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to effect an Optional Redemption. Such failure will also be deemed an Event of Default under the Note and Second Payment Note. Any Notice of Redemption must be given to all holders of Notes being redeemedand Second Payment Notes issued in connection with the Initial Offering, in proportion to their holdings of Note and Second Payment Note principal on a Redemption Date. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note shall have occurred or be continuing; and (ii) the sum Company Shares issuable upon conversion of the present values of the remaining scheduled payments of full outstanding Note and Second Payment Note principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued are included in a registration statement effective as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Only one Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall may be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partSubscriber.
Appears in 1 contract
Optional Redemption. At any time prior to Except as provided for in the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment DateFactoring Agreement, the Company will pay have the full amount option of accrued and unpaid interest and premium, if any, due on such Interest Payment Date redeeming any outstanding Notes ("Optional Redemption") by paying to the Holder Purchaser a sum of record at money as follows: from the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or Closing Date through 30 days after the Par Call Date, Closing Date - 120% from 31 days through 90 days after the Redemption Price will be equal to 100Closing Date - 135% from 91 days through 180 days after the Closing Date - 150% after 180 days following the Closing Date - 200% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given as provided by the Purchaser at any time before receipt of a Notice of Redemption. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available Note principal and interest which was the subject of the Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Purchaser no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Purchaser's election, the Redemption Price upon surrender Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of such Notes in accordance with such noticeDefault under the Note. Any Notice of any optional redemption of any Notes will Redemption must be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.holders of
Appears in 1 contract
Sources: Securities Purchase Agreement (Versacom International Inc)
Optional Redemption. At any time prior Prior to November 10, 2032 (the “Applicable Par Call Date”), the Company Issuer may redeem the Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of:
(i) the principal amount of the Notes being redeemed, and (iiA) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes discounted to be redeemed that would be due if such notes the relevant Redemption Date (assuming the Notes matured on the Applicable Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture); or
(ii) 100% of the principal amount of the Notes to be redeemed, plus, in each casethe case of either (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on On or after the Applicable Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, to the applicable relevant Redemption Date. On and after the Redemption Date for the Notes, interest will cease to accrue on the Notes or portions thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price. On or before the Redemption Date for the Notes, the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date. In the case of a partial redemption, selection of the Notes for redemption shall be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems appropriate and fair, subject to the Depositary’s applicable procedures with respect to Global Securities. No Notes of a principal amount of $2,000 or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption has that relates to the Note shall state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note shall be issued in the name of the Holder of the Note upon surrender for cancellation of the original Note. Notice of any redemption shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Depositary’s procedures) at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture and funds for the redemption of Indenture, the Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the applicable Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such noticePrice. Notice of any optional redemption of any Notes will may, at the Issuer’s discretion, be given subject to Holders at their addressesone or more conditions precedent, including, but not limited to, completion of a corporate transaction that is pending (such as shown an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Security Register for Issuer or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition, and such notice may be rescinded in the Notes, event that any or all such conditions shall not more than 60 nor less than 15 days have been satisfied or otherwise waived on or prior to the date fixed for redemptionBusiness Day immediately preceding the relevant Redemption Date. The Issuer shall provide written notice to the Trustee prior to the close of redemption will specify, among other items, business one Business Day prior to the Redemption DateDate if any such redemption has been rescinded or delayed, and upon receipt the Redemption Price and the principal amount Trustee shall provide such notice to each Holder of the Notes held by such Holder to be redeemed. If all or less than all of in the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders same manner in which the notice of redemption required by Section 1104 was given. The Issuer shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Issuer shall not be able or willing to waive such conditions precedent, in each case subject to policies and procedures of the Base IndentureDepositary. Once notice of redemption is mailed or sent, such notice from the Company shall be given subject to the Trustee at such time as shall permit satisfaction of any conditions precedent provided in the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither called for redemption will become due and payable on the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning Redemption Date and at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 1 contract
Optional Redemption. At any time prior (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Par Call Date, the Company may redeem the Notes.
(b) The Notes at its option, in shall be redeemable as a whole or from time to time in part, at the Company’s option at any time, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as and unpaid to the date of the Redemption Dateredemption) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provideddate of redemption. Further, however, installments of interest on the Notes to be redeemed that if are due and payable on the Redemption Date falls after a Regular Record Date and Interest Payment Dates falling on or prior to the corresponding Interest Payment Date, Redemption Date shall be payable on the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Indenture.
(c) Notice of any optional redemption of any Notes will shall be given to Holders mailed at their addresses, as shown in the Security Register for the Notes, least 30 days but not more than 60 nor less days before the Redemption Date to each Holder of the Notes to be redeemed; provided that notice of redemption may be mailed more than 15 60 days prior to the date fixed for redemption. The Redemption Date if the notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount is issued in connection with a defeasance of the Notes held by such Holder to be redeemedor a satisfaction and discharge of Notes. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither shall be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and appropriate.
(d) Unless the Company nor defaults in payment of the Trustee Redemption Price, on and after the Redemption Date interest shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes cease to be redeemed and ending at the close of business accrue on the day of mailing the relevant notice of redemption; Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Second Supplemental Indenture (TJX Companies Inc /De/)
Optional Redemption. At (a) The provisions of Article Eleven of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Notes.
(b) The Notes shall be redeemable as a whole or in part, at the Company’s option, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or and from time to time in partat the following Redemption Prices:
(i) upon redemption prior to May 1, at a redemption price 2030 (the “Par Call Date”), the Company shall pay a Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on in respect of the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) from the Redemption Date through the Par Call Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 30 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their to the Redemption Date. In connection with any ; and
(ii) upon redemption prior to on and after the Par Call Date, the Company shall give pay a Redemption Price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon, if any, to, but not including, the Redemption Date.
(c) Any notice to holders of Notes of any redemption will include the appropriate calculation of the Redemption Price, but does not need to include the Redemption Price itself. The actual Redemption Price, calculated as described above, will be set forth in an Officers’ Certificate of the Company delivered to the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give no later than two Business Days prior to the Holders the Redemption Date. The Company may provide in a notice of redemption required by Section 1104 that payment of such Redemption Price and performance of the Base Indenture, Company’s obligations with respect to such notice from the Company shall redemption or purchase may be given to the Trustee at such time as shall permit the Trustee to include notice performed by another Person.
(d) If less than all of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating Notes are redeemed at any time and the Redemption Price. The Trustee shall selectNotes are Global Notes held by the Depositary, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, Depositary will select the Notes to be redeemed in accordance with its operational arrangements. If the Notes are not Global Notes held by the Depositary, the Trustee will select Notes called for redemption in part on a pro rata basis or on as nearly a pro rata basis as is practicable; provided that Notes in principal amounts of $2,000 or less shall be redeemed in whole and not in part. Neither In the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection case of Notes to represented by a Global Security, the outstanding principal amount of the Global Security representing the Notes will be redeemed and ending at the close of business reduced by book-entry. Notes called for redemption become due on the day Redemption Date, subject to the satisfaction of mailing any conditions precedent provided in the relevant notice of redemption; . On and after the Redemption Date, interest stops accruing on Notes or (ii) register the transfer portions of or exchange any Note, or portion thereof, them called for redemption, except redemption (unless there is a default in the unredeemed portion of any Note being redeemed in partpayment thereof).
Appears in 1 contract
Optional Redemption. At any time prior (i) The Issuer has the right, but not the obligation, to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time but not in part, at part on any Payment Date (a redemption price (the “Redemption PricePayment Date”) equal to on or after the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Payment Date on a semi-annual basis which the Note Balance (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior giving effect to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiumall payments, if any, due on such Interest that day) of all of the Notes is reduced to less than the Redemption Percentage of the aggregate Note Balance of the Notes Outstanding on the Closing Date. If the Issuer, at the direction of the Depositor, as holder of the Owner Trust Certificate elects to redeem the Notes, it will cause the Issuer to notify the Holders for the Notes at least ten (10) days prior to the Redemption Payment Date. The redemption price for the Notes will equal the Redemption Amount and shall be deposited by the Issuer into the Note Payment Account on the Business Day immediately preceding the Redemption Date and applied with Available Funds pursuant to Section 4.5. If the Issuer is unable to pay the Redemption Amount in full on the Redemption Date, monthly payments on the Notes will thereafter be made until the aggregate Note Balance of the Notes Outstanding, plus all accrued and unpaid interest, is paid in full or the Stated Maturity Date occurs, whichever is earlier, subject to Article VII, Article VIII.
(ii) In addition, the Depositor, as holder of the Owner Trust Certificate, may direct the Issuer to, upon five (5) Business Days’ prior written notice to the Holders thereof, redeem any Outstanding Class A-2 Note on any Payment Date or Interim Payment Date on which the VFN Principal Balance thereof has been reduced to the Holder of record at the close of business on the corresponding Regular Record Date. zero.
(b) Notwithstanding the foregoingIssuer’s rights of optional redemption under clause (a) above, if the Issuer shall redeem all of the Notes are redeemed Outstanding on any date before or after the Par Call Expected Repayment Date, on which a Permitted Refinancing is effected, the proceeds of which at least equal the Redemption Price will be equal Amount.
(c) Subject to 100% satisfaction of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excludingconditions in Section 2.1(c), the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the Issuer may consent to a partial redemption of the Notes called for redemption shall on any Payment Date in connection with a Permitted Refinancing that does not generate the full Redemption Amount, by applying the proceeds of such Permitted Refinancing received during the related Advance Collection Period with Available Funds pursuant to Section 4.5.
(d) The Class B Notes and the Class C Notes may be repaid at any time using the proceeds of sales of new Notes or otherwise from sources other than collections on the Receivables by the Issuer giving notice as set forth in Section 13.2. It is understood and the Noteholders by signing this Agreement confirm that the Class D Notes have been made available on the Redemption Date referred to paid in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days full prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Effective Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any The Notes may be redeemed at the Issuer’s option in whole or, from time to time, in part prior to the Maturity Date as follows:
(a) If the Notes are redeemed before November 15, 2030, (the “Par Call Date, the Company may redeem ”) the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of:
(i) 100% of the principal amount of the Notes being then outstanding to be redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date; and
(ii) the sum sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on on, the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of to the Redemption Date) ), assuming such Notes matured on the Par Call Date, discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 basis points, plus, in each case, plus accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if .
(b) If the Notes are redeemed on or after the Par Call Date, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of Notes being redeemed to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsincluding, the Redemption Date.
(c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in part. Neither the Company nor next succeeding calendar year with respect to a Redemption Date, the Trustee shall be required to: (i) issue, register payment of Redemption Price on the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business shall be made on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partBusiness Day immediately preceding such Redemption Date on which payment was due.
Appears in 1 contract
Optional Redemption. At The 2018 Notes are subject to redemption at any time prior or from time to the Par Call Date, the Company may redeem the Notes at its optiontime, in whole or from time to time in part, at the Company's option. If the Redemption Date is prior to January 15, 2018, the 2018 Notes may be redeemed by the Company at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the 2018 Notes being to be redeemed, and (ii) as determined by the Reference Treasury Dealer, the sum of the present values of the remaining scheduled payments of principal and interest on in respect of the 2018 Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 12.5 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if . If the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed is on or after the Par Call DateJanuary 15, 2018, the 2018 Notes may be redeemed by the Company at a Redemption Price will be equal to 100% of the principal amount of the 2018 Notes being redeemed plus to be redeemed. In each case, accrued and unpaid interest thereon to, but excluding, will be paid to the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified The Company may provide in such notice that payment of such Redemption Price and the only right performance of the Company's obligations with respect to such redemption or purchase may be performed by another Person. Any such notice may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent. Any notice to Holders of such 2018 Notes from and after of a redemption pursuant to paragraph 5 hereof will include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but does not need to include the Redemption Price upon surrender of such Notes in accordance with such noticeitself. Notice of any optional redemption of any Notes The actual Redemption Price, calculated as described above, will be given set forth in an Officers' Certificate of the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Purchaser a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of money as follows: from the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Closing Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or through 30 days after the Par Call Date, Closing Date - 102% from 31 days through 60 days after the Redemption Price will be equal to 100Closing Date - 104% from 61 days through 90 days after the Closing Date - 106% from 91 days through 120 days after the Closing date -108% from 121 days through 150 days after the Closing date -110% from 151 days through 180 days after the Closing date -112% after 180 days following the Closing Date - 125% of the principal amount of the Notes being redeemed plus Note together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given as provided by the Purchaser at any time before receipt of a Notice of Redemption. The Purchaser may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in the Indenture and funds for the redemption connection with some or all of the Notes called for redemption shall have been made available on Note principal and interest which was the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right subject of the Holders Notice of such Notes from and Redemption. The Redemption Amount must be paid in good funds to the Purchaser no later than the seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Purchaser's election, the Redemption Price upon surrender Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of such Notes in accordance with such noticeDefault under the Note. Any Notice of any optional redemption of any Notes will Redemption must be given to Holders at all holders of Note issued in connection with the Offering, in proportion to their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice holdings of redemption will specify, among other items, the Note principal on a Redemption Date, the . A Notice of Redemption Price and the principal amount of the Notes held may be given by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, provided no Event of Default, as described in the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee Note shall have no responsibility for calculating the Redemption Priceoccurred or be continuing. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior Note proceeds may not be used to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Optional Redemption. At any time prior to October 15, 2035 (which is the date that is three months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of:
(a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and
(iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 20 basis points, plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Company may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, if any, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given (with a copy to the Trustee Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
Appears in 1 contract
Sources: Indenture (JBS USA FOOD Co HOLDINGS)
Optional Redemption. At any time prior (a) Prior to the Par Call Date, the Company Obligor may redeem the Senior Notes at its option, in whole or from time to time in part, at any time and from time to time, at a redemption price Redemption Price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of of: (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Redemption Date (assuming the Senior Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 10 basis points, less (b) interest accrued to the date of redemption, and (ii) 100% of the principal amount of the Senior Notes to be redeemed, plus, in each either case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if to the Redemption Date falls after a Regular (subject to the right of Holders of record on the relevant Record Date and to receive interest due on or prior to the corresponding relevant Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date). Notwithstanding the foregoing, if the Notes are redeemed on On or after the Par Call Date, the Obligor may redeem the Senior Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Senior Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, 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). If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Senior Notes called for redemption shall have been made available become due and payable on the Redemption Date referred and at the applicable Redemption Price, plus accrued and unpaid interest to in such notice, such Notes will cease the Redemption Date (subject to bear interest the right of Holders of record on the date fixed for relevant Record Date to receive interest due on the relevant Interest Payment Date); provided that, at the Obligor’s option and discretion, a redemption may be subject to one or more conditions precedent including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Obligor or another entity). If such redemption specified in is so subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. The Obligor shall notify Holders of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or it is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the only right Redemption Date and at the applicable Redemption Price. Notices of redemption will be mailed to each Holder of Senior Notes to be redeemed at its registered address by first-class mail (or delivered in accordance with the procedures of the Holders Depositary in respect of such Notes from Global Notes), with a copy to the Trustee, at least 10 but not more than 60 days before the Redemption Date. On and after the Redemption Date Date, interest will be cease to receive accrue on any Senior Notes that are redeemed unless the Obligor defaults in payment of the Redemption Price Price. Any redemption pursuant to this Section 2.06(a) shall be made pursuant to the provisions of Section 2.06(b) through (k) below.
(b) If the Obligor elects to redeem the Senior Notes pursuant to the optional redemption provisions of Section 2.06(a) above, it shall furnish to the Trustee, at least 10 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date and (2) the CUSIP and/or ISIN numbers of the Senior Notes.
(c) If fewer than all the Senior Notes are to be redeemed, the particular Senior Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Senior Notes not previously called for redemption, pro rata, by lot or by such other method as the Trustee shall deem fair and appropriate (including, in the case of Senior Notes represented by Global Notes, in accordance with the procedures of DTC), and may provide for the selection for redemption of portions (so that any Senior Notes remaining after such selection are equal to the minimum authorized denomination for the Senior Notes or any integral multiple thereof) of the principal amount of Senior Notes of a denomination larger than the minimum authorized denomination for the Senior Notes.
(d) The Trustee shall promptly notify the Obligor in writing of the Senior Notes selected for redemption and, in the case of any Senior Notes selected for partial redemption, the principal amount thereof to be redeemed.
(e) For all purposes of this Second Supplemental Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Notes shall relate, in the case of any Senior Note redeemed or to be redeemed only in part, to the portion of the principal of such Senior Note which has been or is to be redeemed.
(f) Notice of redemption of Senior Notes to be redeemed, either in whole or in part, shall be given to the Holders thereof, by first-class mail, postage prepaid, mailed (or otherwise delivered in accordance with the procedures of DTC) not fewer than 10 nor more than 60 days prior to the Redemption Date, to each such Holder at such Holder’s last address appearing in the Security Register. All notices of redemption shall state:
(i) the Redemption Date;
(ii) the Redemption Price, or if not then ascertainable, the manner of calculating the Redemption Price;
(iii) the principal amount of Senior Notes to be redeemed and if fewer than all Outstanding Senior Notes are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Senior Notes to be redeemed from the Holder to whom the notice is given and that on and after the Redemption Date, upon surrender of such Senior Note, a new Senior Note or Senior Notes in the aggregate principal amount equal to the unredeemed portion thereof shall be issued in accordance with Section 2.06(j);
(iv) that on the Redemption Date the Redemption Price shall become due and payable upon each Senior Note called for redemption, and that interest, if any, thereon shall cease to accrue from and after said date;
(v) the place where Senior Notes called for redemption are to be surrendered for payment of the Redemption Price, which shall be the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture;
(vi) the name and address of the Paying Agent;
(vii) that the Senior Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price; and
(viii) the CUSIP and/or ISIN number, and that no representation is made as to the correctness or accuracy of the CUSIP and/or ISIN number, if any, listed in such noticenotice or printed on the Senior Notes. Notice of any optional redemption of any Senior Notes will shall be given by the Obligor with a copy to Holders the Trustee or, at their addressesthe Obligor’s request, as shown by the Trustee in the Security Register for name and at the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount expense of the Notes held by Obligor; provided, however, that if the Obligor requests the Trustee to give such Holder notice, it shall provide an execution version of such notice to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior five Business Days before such notice is required to giving notice of redemption be sent to the Holders (or such shorter period as is satisfactory shall be acceptable to the Trustee).
(g) Notice of any redemption of Senior Notes pursuant to this Section 2.06 may, at the aggregate principal amount Obligor’s discretion, be given subject to one or more conditions precedent, including, but not limited to, completion of Notes a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in the Obligor or another entity). If any redemption is subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be redeemed and their rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the Business Day immediately preceding the relevant Redemption Date. In connection with The Obligor shall notify Holders and the Trustee of any such rescission as soon as practicable after it determines that such conditions precedent will not be able to be satisfied or the Obligor shall not be able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Senior Notes called for redemption will become due and payable on the Redemption Date and at the applicable Redemption Price as set forth in this Section 2.06.
(h) On or prior to the Par Call 11:00 a.m., New York City time, on any Redemption Date, the Company Obligor shall give deposit with the Trustee notice of the related Redemption Price promptly after the calculation thereof and or with a Paying Agent (or, if the Company has requested that the Trustee give to the Holders the notice of redemption required by Obligor is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1104 9.03 of the Base Indenture) an amount of money sufficient to pay the Redemption Price of all the Senior Notes which are to be redeemed on that date.
(i) On and after the Redemption Date, such notice from interest will cease to accrue on the Company shall be given to Senior Notes or any portion thereof called for redemption, unless the Trustee at such time as shall permit Obligor defaults in the Trustee to include notice payment of the Redemption Price and accrued interest, if any. Upon surrender of such Senior Notes for redemption in accordance with the notice, such notice Senior Notes shall be paid by the Obligor at the Redemption Price. Any installment of interest due and payable on or prior to the Redemption Date shall be payable to the Holders of such Senior Notes registered as such on the relevant Record Date according to the terms and the provisions of Section 2.06 of the Base Indenture. If any Senior Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor by the Senior Note.
(j) Any Senior Note that is a Definitive Note that is to be redeemed only in part shall be surrendered at the office or agency maintained by the Obligor pursuant to Section 9.02 of the Base Indenture (with, if the Obligor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Obligor and the Trustee duly executed by, the Holder thereof or the Holder’s attorney duly authorized in writing) and the Obligor shall execute and upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Holder of such Senior Note without service charge and at the expense of the Obligor, a new Senior Note or Senior Notes in certificated form, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of such Senior Note so surrendered.
(k) The Obligor’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility for calculating obligation to calculate or verify the calculation of the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Second Supplemental Indenture (Agilent Technologies, Inc.)
Optional Redemption. At any time prior (a) Subject to the Par Call Dateprior approval of the Superintendent and the satisfaction of the other Payment Restrictions, the Company Notes may redeem the Notes at its optionbe redeemed, in whole or from time to time in part, at the option of MBIA: • on January 15, 2013 and the Interest Payment Date occurring in January of each fifth succeeding year thereafter (each, a “Five-year Date”) at a redemption price (the “Redemption Price”) equal to the greater principal amount of the Notes to be redeemed together with any related accrued and unpaid interest to the date the Notes are redeemed (the “Redemption Date”); and • on any other date at a make whole redemption price (the “Make Whole Redemption Price”) equal to the sum of: (i) the greater of
(A) 100% of the principal amount of the Notes being redeemed, to be redeemed and (iiB) the sum of (1) the sum of the present values of the remaining scheduled payments of principal and interest on from the Notes Redemption Date to be redeemed that would be due if the next succeeding Five-year Date, each such notes matured on payment discounted from its applicable Interest Payment Date to the Par Call Date but for the redemption thereof (Redemption Date, not including any portion of such those payments of interest accrued and unpaid as of the Redemption Date plus (2) the present value of 100% of the principal amount of the Notes to be redeemed, discounted from the next succeeding Five-year Date (assuming the principal of the Notes were due on the next succeeding Five-year Date) discounted to the Redemption Date Date, each such payment described in (1) or (2) above discounted on a semi-annual basis (for any redemption prior to January 15, 2013) or on a quarterly basis (for any redemption after January 15, 2013), in each case assuming a 360-day year consisting of twelve 30-day months) months at the Reinvestment Redemption Rate plus 25 basis points, plus, in each case, (ii) accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed to the Redemption Date. For purposes of calculating such Make Whole Redemption Price, for any redemption after January 15, 2013, the rate used in part. Neither calculating the Company nor amount of each remaining scheduled payment of interest from the Trustee Redemption Date to the next succeeding Five-year Date shall be required tothe Three- Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date plus 11.26%. The “Redemption Rate” will be: • for any redemption prior to January 15, 2013, the adjusted treasury rate (i“Adjusted Treasury Rate”) issueplus 0.50%, register and • for any redemption after January 15, 2013, the transfer of or exchange Notes during a period beginning at Three-Month LIBOR rate applicable to the opening of business 15 days before any selection of Notes to Interest Period immediately preceding such Redemption Date. As further described in the Agreement, the Adjusted Treasury Rate will be redeemed and ending at the close of business based on the day United States Treasury security which has a maturity comparable to the remaining period from the date of mailing the relevant notice redemption to January 15, 2013 which would be used in accordance with customary financial practice to price new issues of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcorporate debt securities with a maturity comparable to such date.
Appears in 1 contract
Sources: Fiscal Agency Agreement
Optional Redemption. At any time prior to the Par Call Date, the The Company may redeem the Notes prepay this Note at its optionany time, in whole or from time to time in part, without penalty or premium. If within six (6) months of the date of issue of this Note, the Company prepays in full the Principal Amount outstanding at a redemption price (the “Redemption Price”) equal such time together with accrued but unpaid interest thereon and any and all other sums due, accrued or payable to the greater of Holder arising under this Note, the Purchase Agreement or any other Related Agreement (i) collectively, the principal amount of the Notes being redeemed"REDEMPTION AMOUNT"), and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as upon receipt in full of the Redemption DateAmount in good funds, the Holder will rebate to Company fifty percent (50%) discounted of any fees it received from the Company on the date of issue of this Note. The Company shall deliver to the Holder a written notice of redemption (the "NOTICE OF REDEMPTION") specifying the date for such Optional Redemption Date on a semi-annual basis (assuming a 360-day year consisting the "REDEMPTION PAYMENT DATE"), which date shall be ten (10) business days after the date of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, Notice of Redemption (the "REDEMPTION PERIOD"). On the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Redemption Amount must be paid in good funds to the Holder. In the event the Company will fails to pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available Amount on the Redemption Payment Date referred as set forth herein, then such Redemption Notice will be null and void. If any Notes issued pursuant to the Purchase Agreement, in such noticeaddition to this Note, such Notes will cease to bear interest on are outstanding (collectively, the date fixed for such redemption specified in such notice "OUTSTANDING NOTES") and the only right of the Holders of such Notes from and after the Redemption Date will be Company pursuant to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given this Section 1.4 elects to Holders at their addressesmake an Optional Redemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, then the Company shall give take the Trustee notice same action with respect to all Outstanding Notes and make such payments to all holders of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of Outstanding Notes on a pro rata basis based upon the Redemption Price in such notice Amount of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any each Outstanding Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Note (Retail Pro, Inc.)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to maturity on at least 30 days, at a redemption price but not more than 60 days, prior notice electronically delivered or mailed to the registered address of each Holder of the Notes (the “Redemption PriceDate”) ). The redemption price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum of the present values of the remaining scheduled payments of the principal thereof and interest on the Notes to be redeemed thereon that would be due if such notes matured on after the Par Call related Redemption Date but for the redemption thereof (not including any portion of such payments redemption, exclusive of interest accrued as of and unpaid to, but not including, the Redemption Date if such Redemption Date is not an Interest Payment Date) , discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 35 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if relevant record date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, and (except if the Redemption Price and the principal amount of the Notes held by such Holder to Date shall be redeemedan Interest Payment Date) accrued interest, if any. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected in accordance with the procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officers’ Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register applicable Redemption Price, plus accrued and unpaid interest, if any, to, but not including, the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partRedemption Date.
Appears in 1 contract
Sources: Fourth Supplemental Indenture (Juniper Networks Inc)
Optional Redemption. At The Optional Redemption Price is payable in full on the Optional Redemption Date in cash by wire transfer of immediately available funds pursuant to wire instructions provided by the Holder in writing to the Company. If the Price Condition or any of the Equity Conditions shall cease to be satisfied at any time prior to during the Par Call DateOptional Redemption Period, the Company may redeem shall provide the Notes at its option, in whole Holder a subsequent notice to that effect. If the Price Condition or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes any Equity Condition fails to be redeemed that would be due if such notes matured on satisfied (which failure is not waived in writing by the Par Call Date but for Holder) between the redemption thereof (not including any portion of such payments of interest accrued as of the applicable Optional Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Notice Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, any time through the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Optional Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed then at the option of the Company, Holder the Company will notify Optional Redemption shall be null and void with respect to all or any part designated by the Trustee at least 45 days prior to giving notice Holder of redemption (or such shorter period as is satisfactory the Warrants that were subject to the Trustee) Optional Redemption and the Holder shall be entitled to all the rights under this Warrant. The Company covenants and agrees that it will honor all Notices of Exercise tendered from the time of delivery of the aggregate principal amount Optional Redemption Notice through the date the Optional Redemption Price is due and paid in full. All purchase rights under this Warrant exercised by the Holder after the Optional Redemption Notice Date shall reduce the number of Notes Warrants that are subject to the Optional Redemption required to be redeemed and their on the Optional Redemption Date, unless the Holder otherwise indicates in the applicable Notice of Exercise. In connection with any redemption prior The Company's determination to effect an Optional Redemption shall be applied ratably to the Par Call Date, the Company shall give the Trustee notice Holder and all of the related Redemption Price promptly after holders of the calculation thereof and if the Company has requested that the Trustee give Other Warrants based on their (or their predecessor's) initial purchases of such Warrants or Other Warrants pursuant to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partPurchase Agreement.
Appears in 1 contract
Sources: Securities Agreement (S&W Seed Co)
Optional Redemption. At any time prior Subject to the Par Call Dateterms of the Indenture, the Company may redeem shall have the Notes right, at its the Company’s option, in whole or during the period beginning on November 8, 2011 and ending on May 8, 2014, at any time during such period, and from time to time in partduring such period, to redeem all or any part of the Notes at a redemption price (the “Redemption Price”) payable in Cash equal to the greater Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date in the event that the Closing Price for each of (i) 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the principal amount day prior to mailing of a notice of redemption to Holders of the Notes being redeemedin accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company shall have made at least five semi-annual scheduled interest payments (including the interest payments on November 8, 2011) in the full amount required by the Indenture with respect to the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May 8, 2014, at any time, and (ii) the sum from time to time, to redeem all or any part of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted at a price payable in Cash equal to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Price plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. In no event shall any Redemption Date be a Legal Holiday. Furthermore, however, that if the Redemption Date falls with respect to a Note is after the close of business on a Regular Record Date record date for the payment of an installment of interest and on or prior to before the corresponding Interest Payment Daterelated interest payment date, the Company will pay the full amount of then accrued and unpaid interest and premiumto, if anybut excluding, due such interest payment date shall be paid, on such Interest Payment Date interest payment date, to the Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such record date, and the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called Holder surrendering such Note for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the receive only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by shall not be entitled to any such interest unless such Holder to be redeemed. If all or less than all was also the Holder of the Notes are to be redeemed at the option record of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch record date.
Appears in 1 contract
Sources: Indenture (Power One Inc)
Optional Redemption. At The Securities of this series are subject to redemption, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time time, as a whole or in part, at a the election of the Company. If the Securities of this series are redeemed, the redemption price (the “Redemption Price”expressed as a percentage of principal amount and rounded to three decimal places) will equal to the greater of of: (i) the principal amount of the Notes being redeemed, and 1)
(iia) the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Notes to be redeemed that would be due if such notes redemption date (assuming the Securities matured on the 2030 Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 15 basis pointspoints less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Securities (or portion of such Securities) being redeemed, plus, in each either case, accrued and unpaid interest thereon to, to but excluding, excluding the Redemption Dateredemption date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes Securities are redeemed on or after the 2030 Par Call Date, the Redemption Price redemption price will be equal to 100% of the principal amount of the Notes Securities (or portion of such Securities) being redeemed plus accrued and unpaid interest thereon to, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for excluding the redemption of date. Notwithstanding the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Companyforegoing, the Company will notify the Trustee at least 45 days pay any interest installment due on a 2030 Notes Interest Payment Date which occurs on or prior to giving notice of a redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give date to the Holders the notice of redemption required by Section 1104 of the Base Indenture, Securities as of the close of business on the 2030 Notes Regular Record Date immediately preceding such notice from the 2030 Notes Interest Payment Date. The Company shall be given to calculate the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemptionredemption price. The Trustee shall have no responsibility for calculating to calculate, determine or verify the Redemption Priceredemption price or the Treasury Rate. The Trustee shall selectelection to redeem the Securities may be evidenced by either a Board Resolution or an Officers’ Certificate. In the event of redemption of this Security in part only, in such manner as it shall deem fair a new Security or Securities of this series and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called like tenor for redemption, except the unredeemed portion hereof will be issued in the name of any Note being redeemed in partthe Holder hereof upon the cancellation hereof.
Appears in 1 contract
Optional Redemption. At The Company will have the option of redeeming any time prior outstanding Note ("Optional Redemption") by paying to the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, at Subscriber a redemption price (the “Redemption Price”) sum of money equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100125% of the principal amount of the Notes being redeemed plus portion of the Note described below together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Subscriber arising under this Subscription Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Subscriber ("Redemption Date"). A Notice of Redemption must be given, if at all, within two hours of the delivery to the Company by facsimile of a Conversion Notice but only in connection with a portion of Note for which notice of conversion has been given as provided by the Subscriber employing the Conversion Price described in the Indenture and funds for the redemption Section 2.1(b)(ii) of the Notes called for redemption shall have been made available Note. The Subscriber may elect within five (5) business days after receipt of a Notice of Redemption to give the Company Notice of Conversion in connection with some or all of the Note principal and interest which was the subject of the Notice of Redemption provided the Conversion Price elected by the Subscriber is the Maximum Base Price set forth in Section 2.1(b)(i) of the Note. A Notice of Redemption must be accompanied by a certificate signed by the chief executive officer or chief financial officer of the Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Subscriber no later than the only right of the Holders of such Notes from and fifth (5th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment effect an Optional Redemption, and at the Subscription's election, the Redemption Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of Default under the Note. A Notice of Redemption may be given by the Company, provided (i) no Event of Default, as described in the Note, shall have occurred; and (ii) the Company Shares issuable upon conversion of the full outstanding Note principal are included for unrestricted resale in a registration statement effective as of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior Purchase Price proceeds may not be used to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Subscription Agreement (Advanced Aerodynamics & Structures Inc/)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 12.5 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided. Notwithstanding the foregoing, however, installments of interest on Notes that if the Redemption Date falls after a Regular Record Date are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Indenture. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: (i) issue, register the transfer of electronically delivered or exchange Notes during a period beginning mailed at the opening of business 15 least 30 days but not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 1 contract
Optional Redemption. At any time prior Subject to the Par Call Dateterms of the Indenture, the Company may redeem shall have the Notes right, at its the Company’s option, in whole or during the period beginning on November , 2011 and ending on May , 2014, at any time during such period, and from time to time in partduring such period, to redeem all or any part of the Notes at a redemption price (the “Redemption Price”) payable in Cash equal to the greater Redemption Price plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date in the event that the Closing Price for each of (i) 20 or more Trading Days in a period of 30 consecutive Trading Days ending on the principal amount day prior to mailing of a notice of redemption to Holders of the Notes being redeemedin accordance with Section 3.07 of the Indenture shall have exceeded 300% of the applicable Conversion Price, provided, however, that the Company shall have made at least five semi-annual scheduled interest payments (including the interest payments on November , 2011) in the full amount required by the Indenture with respect to the Notes prior to redeeming any Notes pursuant to this sentence. Subject to the terms of the Indenture, the Company shall also have the right, at the Company’s option, after May , 2014, at any time, and (ii) the sum from time to time, to redeem all or any part of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted at a price payable in Cash equal to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate Price plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. In no event shall any Redemption Date be a Legal Holiday. Furthermore, however, that if the Redemption Date falls with respect to a Note is after the close of business on a Regular Record Date record date for the payment of an installment of interest and on or prior to before the corresponding Interest Payment Daterelated interest payment date, the Company will pay the full amount of then accrued and unpaid interest and premiumto, if anybut excluding, due such interest payment date shall be paid, on such Interest Payment Date interest payment date, to the Holder of record of such Note (without any surrender of such Note by such Holder) at the close of business on such record date, and the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called Holder surrendering such Note for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the receive only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by shall not be entitled to any such interest unless such Holder to be redeemed. If all or less than all was also the Holder of the Notes are to be redeemed at the option record of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending Note at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch record date.
Appears in 1 contract
Optional Redemption. a. The Preferred Shares will not be redeemable prior to the fifth anniversary of the Initial Issuance Date. At any time prior to after the Par Call fifth anniversary of the Initial Issuance Date, the Company may redeem shall have the Notes right at its option, in whole or from time option to time in part, redeem all but not less than all outstanding Preferred Shares at a redemption price (the “Redemption Price”) per share in cash equal to the greater Stated Value as increased pursuant to Section 2 from the Initial Issuance Date through the date of redemption. In the event that the Company does not pay the Redemption Price on the Redemption Date (as defined below), the Redemption Price shall be calculated as if the Redemption Date were the later of the Redemption Date and the date on which such payment is made.
b. In the event of a redemption of Preferred Shares pursuant to Section 12(a), notice of such redemption shall be given by the Company, by first class mail, postage prepaid, or overnight mail, received not more than 180 days prior to the Company Redemption Date (as defined below), to each Holder at the address appearing in the Company’s records. Such notice shall state: (i) the principal amount of date on which the Notes being redeemedHolder is to surrender to the Company the certificates for the Preferred Shares to be redeemed (such date, and or if such date is not a Business Day, the first Business Day thereafter, the “Company Redemption Date”), (ii) the sum number of Preferred Shares to be redeemed, (iii) the Redemption Price, (iv) the address of the present values of the remaining scheduled payments of principal and interest on the Notes place where certificates for such shares are to be redeemed that would be due if such notes matured on the Par Call Date but surrendered for the redemption thereof (not including any portion of such payments of interest accrued as payment of the Redemption DatePrice, (v) discounted that Stated Value will cease to increase pursuant to Section 2 on the Company Redemption Date on (such notice being referred to as the “Company Redemption Notice”), and (vi) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a semi-annual basis (assuming a 360-day year consisting duly executed stock power or other appropriate instrument of twelve 30-day months) at the Reinvestment Rate plus 25 basis pointsassignment and, plus, in each case, accrued and unpaid interest thereon to, but excludingif so, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on form of such endorsement or power or other instrument of assignment. On or prior to the corresponding Interest Payment Company Redemption Date, each Holder of Preferred Shares to be redeemed shall surrender his, her or its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Company will pay the full amount of accrued Redemption Notice, and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, thereupon the Redemption Price will of such shares shall be equal payable to 100% the order of the principal amount of person whose name appears on such certificate or certificates as the Notes being redeemed plus accrued owner thereof and unpaid interest thereon to, but excluding, each surrendered certificate shall be canceled. From and after the applicable Company Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption , unless there shall have been made available on a default in payment of the Redemption Date referred to Price (e.g. the Company shall not have set aside, separate and apart from its other funds in such noticetrust for the benefit of the Holders, such Notes will cease to bear interest on all funds necessary for the date fixed for such redemption specified in such notice and payment of the only right Redemption Price), all rights of the Holders of such Notes from and after Preferred Shares (except the Redemption Date will be right to receive payment of the Redemption Price upon surrender of their certificate or certificates) shall cease with respect to such Notes in accordance with shares, and such notice. Notice shares shall not thereafter be transferred on the books of the Company or deemed to be outstanding for any optional redemption purpose whatsoever.
c. At any time after the fifth anniversary of any Notes will be given the Initial Issuance Date, the Required Holders of Preferred Shares may, at such Required Holder’s option, require the Company to Holders at their addresses, as shown in the Security Register for the Notes, redeem all but not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, all outstanding Preferred Shares at the Redemption DatePrice. In the event that the Company does not pay the Redemption Price on the Holder Redemption Date (as defined below), the Redemption Price shall be calculated as if the Holder Redemption Date were the later of the Holder Redemption Date and the date on which such payment is made.
d. To effect a redemption of Preferred Shares pursuant to Section 12(c), the Required Holders shall make a written demand for such redemption (for purposes of this Section 12(d), a “Holder Redemption Demand”) upon the Company at its principal amount executive offices setting forth therein the identity of each Holder comprising the Required Holders and the number of Preferred Shares held by each such Holder. Within 10 days of receipt of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call DateDemand, the Company shall give written notice (for purposes of this Section 12(d), a “Holder Redemption Notice”) to each Holder of Preferred Shares at the Trustee address appearing in the Company’s records. Such notice shall state: (i) the date on which the Holder is to surrender to the Company the certificates for the Preferred Shares to be redeemed, which shall be not more than 180 days after the date of such notice (such date of notice, or if such date is not a Business Day, the first Business Day thereafter, the “Holder Redemption Date”), (ii) the number of Preferred Shares to be redeemed, (iii) the Redemption Price, (iv) the address of the related place where certificates for such shares are to be surrendered for payment of the Redemption Price, (v) that Stated Value will cease to increase pursuant to Section 2 on the Company Redemption Date (such notice being referred to as the “Company Redemption Notice”), and (vi) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment.
e. On or prior to the Holder Redemption Date, each Holder of Preferred Shares thereon shall surrender his, her or its certificate or certificates representing such shares to the Company, in the manner and at the place designated in the Holder Redemption Notice, and thereupon the Redemption Price promptly of such shares shall be paid by check payable to the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be canceled. From and after the calculation thereof and if Holder Redemption Date, unless there shall have been a default in payment of the Redemption Price (e.g. the Company has requested that shall not have set aside, separate and apart from its other funds in trust for the Trustee give to the Holders the notice of redemption required by Section 1104 benefit of the Base IndentureHolder, all funds necessary for the payment of the Redemption Price), all rights of the Holder of the Preferred Shares (except the right to receive the Redemption Price upon surrender of their certificate or certificates) shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Company or deemed to be outstanding for any purpose whatsoever.
f. Upon the redemption of Preferred Shares pursuant to this Section 12, such notice from Preferred Shares so redeemed by the Company shall be given to the Trustee at such time as retired and canceled and shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to not be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partreissued.
Appears in 1 contract
Sources: Securities Purchase Agreement (Act Teleconferencing Inc)
Optional Redemption. At any time prior (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this First Supplemental Indenture, shall apply to the Par Call Date, the Company may redeem the Notes.
(b) The Notes at its option, in shall be redeemable as a whole or from time to time in part, at the Company’s option at any time, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as and unpaid to the date of the Redemption Dateredemption) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provideddate of redemption. Further, however, installments of interest on the Notes to be redeemed that if are due and payable on the Redemption Date falls after a Regular Record Date and Interest Payment Dates falling on or prior to the corresponding Interest Payment Date, Redemption Date shall be payable on the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder registered Holders as of record at the close of business on the corresponding relevant Regular Record Date. Notwithstanding the foregoing, if Date according to the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Indenture.
(c) Notice of any optional redemption of any Notes will shall be given to Holders mailed at their addresses, as shown in the Security Register for the Notes, least 30 days but not more than 60 nor less days before the Redemption Date to each Holder of the Notes to be redeemed; provided that notice of redemption may be mailed more than 15 60 days prior to the date fixed for redemption. The Redemption Date if the notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount is issued in connection with a defeasance of the Notes held by such Holder to be redeemedor a satisfaction and discharge of Notes. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither shall be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and appropriate.
(d) Unless the Company nor defaults in payment of the Trustee Redemption Price, on and after the Redemption Date interest shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes cease to be redeemed and ending at the close of business accrue on the day of mailing the relevant notice of redemption; Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: First Supplemental Indenture (TJX Companies Inc /De/)
Optional Redemption. At The Company will have the option of redeeming any time prior to the Par Call Date, the Company may redeem the outstanding Notes at its option, in whole or from time to time in part, at a redemption price part (the “Redemption Price”"Optional Redemption") equal by paying to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the Purchaser a sum of money as follows: from the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Closing Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or through 30 days after the Par Call Date, Closing Date - 102% from 31 days through 60 days after the Redemption Price will be equal to 100Closing Date - 104% from 61 days through 90 days after the Closing Date - 106% from 91 days through 120 days after the Closing date - 108% from 121 days through 150 days after the Closing date - 110% from 151 days through 180 days after the Closing date - 112% after 180 days following the Closing Date - 125% of the principal amount of the Notes being redeemed plus Note prepaid together with accrued and but unpaid interest thereon toand any and all other sums due, but excludingaccrued or payable to the Purchaser arising under this Agreement, Note or any other document delivered herewith ("Redemption Amount") outstanding on the applicable Redemption Date. If day notice of redemption ("Notice of Redemption) is given to a Purchaser ("Redemption Date"). A Notice of Redemption may not be given in connection with any portion of Note for which notice of conversion has been given as provided in by the Indenture and funds for Purchaser at any time before receipt of a Notice of Redemption. A Notice of Redemption must be accompanied by a certificate signed by the redemption chief executive officer or chief financial officer of the Notes called for redemption shall have been made available Company stating that the Company has on deposit and segregated ready funds equal to the Redemption Date referred Amount. The Redemption Amount must be paid in good funds to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and Purchaser no later than the only right of the Holders of such Notes from and seventh (7th) business day after the Redemption Date ("Optional Redemption Payment Date"). In the event the Company fails to pay the Redemption Amount by the Optional Redemption Payment Date, then the Redemption Notice will be null and void and the Company will thereafter have no further right to receive payment of effect an Optional Redemption, and at the Purchaser's election, the Redemption Price upon surrender Amount will be deemed a Mandatory Redemption Payment and the Optional Redemption Payment Date will be deemed a Mandatory Redemption Payment Date. Such failure will also be deemed an Event of such Notes in accordance with such noticeDefault under the Note. Any Notice of any optional redemption of any Notes will Redemption must be given to Holders at all holders of Notes issued in connection with the Offering, in proportion to their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice holdings of redemption will specify, among other items, the Note principal on a Redemption Date, the . A Notice of Redemption Price and the principal amount of the Notes held may be given by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, provided no Event of Default, as described in the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee Note shall have no responsibility for calculating the Redemption Priceoccurred or be continuing. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior Note proceeds may not be used to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in parteffect an Optional Redemption.
Appears in 1 contract
Sources: Securities Purchase Agreement (Vertex Interactive Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the The Notes at its optionwill be redeemable, in whole or from time to time in part, at a redemption price the option of the Company at any time, upon not less than 10 nor more than 60 days’ notice. If the Redemption Date occurs before the date that is three months prior to the Stated Maturity (the “Par Call Date”), the Company will pay the Holders of the Notes being redeemed a Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemedtheir redeemed Notes, and or (ii) as determined by the Independent Investment Banker, the sum of the present values of the remaining principal amount and scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on from the Redemption Date to the Par Call Date but for the redemption thereof (not including any the portion of any such payments of interest accrued as of the Redemption Date) ), discounted to the Redemption Date in accordance with customary market practice on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, to the Redemption Date; provided, however, that if . If the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed occurs on or after the Par Call Date, the Company will pay the Holders of the Notes being redeemed a Redemption Price will be equal to 100% of the principal amount of the Notes being their redeemed Notes, plus accrued and unpaid interest thereon to, but excluding, to the applicable Redemption Date. If notice of redemption has been given as provided Unless the Company defaults in the Indenture and funds for the redemption payment of the Notes called for redemption shall have been made available Redemption Price, on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date Date, interest will be cease to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for accrue on the Notes, not more than 60 nor less than 15 days prior to the date fixed or portions thereof called for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less fewer than all of the Notes are to be redeemed at the option of the Companyredeemed, the Company Trustee will notify select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give by such method as the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date . The Trustee may select for redemption Notes and portions of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer principal amounts of or exchange Notes during a period beginning at the opening $2,000 and any integral multiple of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion $1,000 in excess thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior (a) Subject to the Par Call Dateprior approval of the Superintendent and the satisfaction of the other Payment Restrictions, the Company Notes may redeem the Notes at its optionbe redeemed, in whole or from time to time in part, at the option of MBIA: • on January 15, 2013 and the Interest Payment Date occurring in January of each fifth succeeding year thereafter (each, a “Five-year Date”) at a redemption price (the “Redemption Price”) equal to the principal amount of the Notes to be redeemed together with any related accrued and unpaid interest to the date the Notes are redeemed (the “Redemption Date”); and • on any other date at a make whole redemption price (the “Make Whole Redemption Price”) equal to the sum of: (i) the greater of (iA) 100% of the principal amount of the Notes being redeemed, to be redeemed and (iiB) the sum of (1) the sum of the present values of the remaining scheduled payments of principal and interest on from the Notes Redemption Date to be redeemed that would be due if the next succeeding Five-year Date, each such notes matured on payment discounted from its applicable Interest Payment Date to the Par Call Date but for the redemption thereof (Redemption Date, not including any portion of such those payments of interest accrued and unpaid as of the Redemption Date plus (2) the present value of 100% of the principal amount of the Notes to be redeemed, discounted from the next succeeding Five-year Date (assuming the principal of the Notes were due on the next succeeding Five-year Date) discounted to the Redemption Date Date, each such payment described in (1) or (2) above discounted on a semi-annual basis (for any redemption prior to January 15, 2013) or on a quarterly basis (for any redemption after January 15, 2013), in each case assuming a 360-day year consisting of twelve 30-day months) months at the Reinvestment Redemption Rate plus 25 basis points, plus, in each case, (ii) accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed to the Redemption Date. For purposes of calculating such Make Whole Redemption Price for any redemption after January 15, 2013, the rate used in part. Neither calculating the Company nor amount of each remaining scheduled payment of interest from the Trustee Redemption Date to the next succeeding Five-year Date shall be required tothe Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date plus 11.26%. The “Redemption Rate” will be: • for any redemption prior to January 15, 2013, the adjusted treasury rate (i“Adjusted Treasury Rate”) issueplus 0.50%, register and • for any redemption after January 15, 2013, the transfer Three-Month LIBOR rate applicable to the Interest Period immediately preceding such Redemption Date. To calculate the Adjusted Treasury Rate, MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors and one or more other primary U.S. Government securities dealers to act as reference dealers, and MBIA will appoint ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan or their respective successors to act as its quotation agents. If each of or exchange Notes during ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and JPMorgan, including their respective successors, is no longer a primary U.S. Government securities dealer, MBIA will substitute another primary U.S. Government securities dealer in its place as reference dealer and quotation agent. The quotation agents will select a United States Treasury security which has a maturity comparable to the remaining period beginning at from the opening Redemption Date to January 15, 2013 which would be used in accordance with customary financial practice to price new issues of business 15 days before any selection corporate debt securities with a maturity comparable to the remaining period from the Redemption Date to January 15, 2013. The reference dealers will provide MBIA and the Fiscal Agent with the bid and asked prices for that comparable U.S. Treasury security as of Notes to be redeemed and ending at the close of business 5:00 p.m. on the day third Business Day before the Redemption Date. MBIA will calculate the average of mailing the relevant notice bid and asked prices provided by each reference dealer, eliminate the highest and the lowest reference dealer quotations, and then calculate the average of redemption; or (ii) register the transfer remaining reference dealer quotations. However, if MBIA obtains fewer than three reference dealer quotations, MBIA will calculate the average of or exchange all the reference dealer quotations and not eliminate any Notequotations. This average quotation is the “Comparable Treasury Price.” The Adjusted Treasury Rate will be the semi-annual equivalent yield to maturity of a security the price of which, or portion thereofexpressed as a percentage of its principal amount, called for redemption, except is equal to the unredeemed portion of any Note being redeemed in partComparable Treasury Price.
Appears in 1 contract
Sources: Fiscal Agency Agreement (Mbia Inc)
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes in whole or in part, at its option, in whole at any time or from time to time in partprior to Maturity (the date of such redemption, at a redemption price (the “Redemption PriceDate”) ). The Redemption Price prior to the Applicable Par Call Date will be equal to the greater of of:
(i) 100% of the aggregate principal amount of the Notes being to be redeemed, and ; or
(ii) the sum sum, as determined by the Independent Investment Banker based on the Reference Treasury Dealer Quotations, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) Remaining Scheduled Payments, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at ), using a rate equal to the Reinvestment Treasury Rate plus 25 basis pointspoints (such sum to be calculated as set forth in the Indenture), plus, in each casethe case of (i) or (ii), accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if . In the case of any redemption with a Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Applicable Par Call Date, the Redemption Price will be equal to 100% of the aggregate principal amount of the Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. If notice Notwithstanding the foregoing, installments of redemption has been given interest on Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the Interest Payment Date to the registered Holders as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available close of business on the Redemption relevant Regular Record Date referred according to in such notice, such the Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Indenture, subject to the applicable procedures of the Holders of such Notes from Depositary. On and after the Redemption Date for the Notes, interest will be cease to receive accrue on the Notes or any portion thereof called for redemption, unless the Issuer defaults in the payment of the Redemption Price upon surrender of such Notes in accordance with such noticeand accrued interest, if any. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in On or before the Security Register Redemption Date for the Notes, not more than 60 nor less than 15 days prior the Issuer shall deposit with the Trustee or a Paying Agent, funds sufficient to pay the date fixed for redemption. The notice Redemption Price of redemption will specify, among other items, the Notes to be redeemed on the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed shall be selected by the Trustee by lot, on a pro-rata basis or by such method as the Trustee deems fair and appropriate and subject, in the case of Notes represented by Global Securities, to the applicable procedures of the Depositary; provided, however that in no event, shall Notes of a principal amount of $2,000 or less be redeemed in part. Neither the Company nor the Trustee Notice of any redemption shall be required to: electronically delivered or mailed at least 30 days (iin the case of any Redemption Date prior to the Applicable Par Call Date) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days (in the case of any Redemption Date on or after the applicable Par Call Date) but, in each case, not more than 60 days before any selection the Redemption Date to each Holder of the Notes to be redeemed and ending redeemed. Such notice shall state the Redemption Price (if known) or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined at the close time the notice is given. If the Redemption Price cannot be determined at the time such notice is to be given, the actual Redemption Price, calculated as set forth in the Indenture, shall be set forth in an Officer’s Certificate of business the Issuer delivered to the Trustee no later than two Business Days prior to the Redemption Date. Notice of redemption having been given as provided in the Indenture, the Notes called for redemption shall become due and payable on the day of mailing Redemption Date and at the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partapplicable Redemption Price.
Appears in 1 contract
Optional Redemption. At (a) The Company shall have the right, exercisable at any time prior time, to redeem from funds legally available therefor all or any portion of the Par Call Date, the Company may redeem the Notes at its option, in whole or from time to time in part, then outstanding and unconverted shares of Preferred Stock at a redemption price (the “Redemption Price”) equal to the greater Redemption Price. Any redemptions pursuant to this Section 6 shall be effected by the delivery of (i) the principal amount a notice to each holder of the Notes being Preferred Stock to be redeemed, and (ii) which notice shall indicate the sum number of the present values shares of the remaining scheduled payments Preferred Stock of principal and interest on the Notes each holder to be redeemed and the date that would such redemption is to be due if effected, which shall be the fifth (5/th/) Trading Day after the date such notes matured on notice is deemed delivered pursuant to Section 5(i) (the Par Call Date "Optional Redemption Date"). All redeemed shares ------------------------ of Preferred Stock shall cease to be outstanding and shall have the status of authorized but undesignated stock, but may not be reissued as Preferred Stock. The entire Redemption Price under this Section shall be paid in cash by the Optional Redemption Date. The holders of the Preferred Stock shall have the right to tender, and the Company shall honor, Conversion Notices for shares of Preferred Stock, including shares subject to the notice of redemption thereof described in this Section, at any time through the fourth (not including 4/th/) Trading Day after receipt of such notice of redemption.
(b) If any portion of such payments of interest accrued as of the Redemption Date) discounted to Price under this section is not paid by the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and Company on or prior to the corresponding Interest Payment Optional Redemption Date, interest shall accrue thereon at the Company will pay the rate of 18% per annum thereafter until such Redemption Price plus all such interest is paid in full (which amount of accrued shall be paid as liquidated damages and unpaid interest and premiumnot as a penalty). In addition, if anyany portion of such Redemption Price remains unpaid for more than five (5) calendar days after the date due, due on each holder of the Preferred Stock subject to such Interest Payment Date redemption may elect, by written notice to the Holder Company, to either (i) demand conversion in accordance with the formula and the time frame therefor set forth in Section 5 of record at all of the close shares of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Preferred Stock for which such Redemption Price will has not been paid in full (the "Unpaid Redemption Shares"), in which event the Per Share ------------------------ Market Price for such shares shall be equal to 100% the lower of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest Per Share Market Price calculated on the date fixed for such redemption specified in such notice Redemption Price was originally due and the only right Per Share Market Price as of the Holders of holder's written demand for conversion, or (ii) invalidate ab initio such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addressesredemption, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior notwithstanding anything herein contained --------- to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemedcontrary. If all or less than all of the Notes are to be redeemed at the a holder elects option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trusteei) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Dateabove, the Company shall give within three (3) Trading Days of its receipt of such election deliver to such holder the Trustee notice shares of Common Stock issuable upon conversion of the related Unpaid Redemption Price promptly after the calculation thereof Shares subject to such holder conversion demand and otherwise perform its obligations hereunder with respect thereto; or, if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenturesuch holder elects option (ii) above, such notice from the Company shall be given promptly, and in any event not later than three (3) Trading Days from receipt of the holder's notice of such election, return to the Trustee at such time as shall permit the Trustee to include notice holder all of the Unpaid Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partShares.
Appears in 1 contract
Sources: Series D Convertible Preferred Stock Purchase Agreement (Fonix Corp)
Optional Redemption. At any time prior to the Par Call Date, the Company may redeem the The 2008 Notes at its optionare redeemable, in whole or from time to time in part, at the Company’s option, on any Interest Payment Date, on or after June 1, 2007, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the 2008 Notes being redeemed to be redeemed, plus accrued and unpaid interest thereon to, but excluding, on the applicable principal amount of 2008 Notes being redeemed to the Redemption Date. If notice Except as set forth above, the 2008 Notes will not be redeemable prior to their Stated Maturity and will not be entitled to the benefit of redemption has been given as provided in the Indenture and funds for the redemption of the any sinking fund. 2008 Notes called for optional redemption shall have been made available become due on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right Date. Notices of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given by first-class mail, postage prepaid, at least 30 but not more than 60 days before the Redemption Date, to Holders each Holder of the 2008 Notes to be redeemed, at their addresses, its address as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemptionRegister. The notice of optional redemption for the 2008 Notes will specifystate, among other itemsthings, the aggregate principal amount of such 2008 Notes to be redeemed, the Redemption Date, the Redemption Price and the principal amount place(s) where payment will be made upon presentation and surrender of the 2008 Notes held by such Holder to be redeemed. Unless the Company defaults in payment of the Redemption Price, interest will cease to accrue on the Redemption Date with respect to any 2008 Notes that have been called for optional redemption. If all or less than all of the 2008 Notes are to be redeemed at the option of the Companyany time, the Company Trustee will notify select the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of 2008 Notes to be redeemed and their Redemption Date. In connection with on a pro rata basis or by any redemption prior to the Par Call Date, the Company shall give other method the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem deems fair and appropriate, no less than 60 days prior to the date of redemption, the . The 2008 Notes to may be redeemed in partpart in multiplies of $1,000 only. Neither In the Company nor the Trustee shall be required to: (i) issueevent of redemption of this Security in part only, register the transfer a new 2008 Note or 2008 Notes of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called like tenor for redemption, except the unredeemed portion hereof will be issued in the name of any Note being redeemed in partthe Holder hereof upon the cancellation hereof. Any such redemption will also comply with Article Eleven of the Indenture.
Appears in 1 contract
Optional Redemption. At any time prior to the Par Call Date, the Company The Issuer may redeem the Notes at its optionany time at the option of the Issuer, in whole or from time to time in part, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption DatePrice. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the any Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register security register for the Notes, not more than 60 nor less than 15 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Dateredemption date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the CompanyIssuer, the Company Issuer will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed redeemed, if less than all of the Notes are to be redeemed, and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of whole or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Supplemental Indenture (Liberty Property Limited Partnership)
Optional Redemption. At any time prior to The Company shall have the Par Call Dateright, at the Company may redeem the Notes at its Company's option, in whole or at any time, and from time to time in parttime, on a Redemption Date on or after February 1, 2012, to redeem all or any part of the Securities at a redemption price (the “Redemption Price”) payable in cash equal to the greater one hundred percent (100%) of (i) the principal amount of the Notes being Securities to be redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon interest, if any, to, but excluding, the Redemption Date; provided. Upon surrender to the Paying Agent of a Security subject to Redemption, howeversuch Security shall be paid, that if to the Holder surrendering such Security, at the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of Price plus accrued and unpaid interest to, but excluding, the Redemption Date, unless the Redemption Date is an interest payment date, in which case such accrued and premium, if any, due unpaid interest will instead be paid on such Interest Payment Date interest payment date to the Holder of record of such Security at the close of business on the corresponding Regular Record Daterecord date for such interest payment. Notwithstanding The Company will make at least fourteen (14) semi-annual interest payments with respect to the foregoing, if Securities prior to redeeming any Securities under this PARAGRAPH 6. If the Notes are redeemed Paying Agent (other than the Company) holds on or after a Redemption Date money sufficient to pay the Par Call Date, the aggregate Redemption Price will with respect to all Securities to be equal to 100% of the principal amount of the Notes being redeemed redeemed, plus accrued and unpaid interest thereon tointerest, but excludingif any, the applicable Redemption Date. If notice of redemption has been given payable as provided in the Indenture upon Redemption, then (unless there shall be a Default in the payment of such aggregate Redemption Price or of such accrued and funds for the redemption of the Notes called for redemption unpaid interest) on and after such date such Securities shall have been made available be deemed to be no longer outstanding, interest on the Redemption Date referred to in such notice, such Notes will Securities shall cease to bear interest on accrue, and such Securities shall be deemed paid whether or not such Securities are delivered to the date fixed for such redemption specified in such notice and the only right Paying Agent. Thereafter, all rights of the Holders of such Notes from and after Securities shall terminate with respect to such Securities, other than the right to receive the Redemption Date will be to receive payment of the Redemption Price upon surrender of Price, plus such Notes accrued and unpaid interest, in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Sources: Convertible Senior Note Agreement (Antigenics Inc /De/)
Optional Redemption. At The Securities are redeemable, at the option of the Company, at any time prior to the Par Call Date, the Company may redeem the Notes at its option, maturity in whole or from time to time in part, on a date fixed by the Company for such redemption (the “Redemption Date”) and at a redemption price (the “Redemption Price”) equal to 100% of the greater principal amount thereof plus accrued and unpaid interest up to but not including the Redemption Date plus a Make-Whole Premium, if any is required to be paid. However, if the Redemption Date is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the interest will be paid on the Redemption Date to the person in whose name the Securities are registered at the close of (i) business on the Regular Record Date and not included in the Redemption Price. The Redemption Price will never be less than 100% of the principal amount of the Notes being redeemedSecurities plus accrued and unpaid interest up to but not including the Redemption Date. The amount of the Make-Whole Premium is equal to the excess, and if any, of: (iii) the sum of the present values values, calculated as of the Redemption Date, of :(A) the remaining scheduled payments of principal and interest on the Notes Securities to be redeemed that would be due if such notes matured on after the Par Call Redemption Date but for such redemption (except that, if such Redemption Date is not an Interest Payment Date, the redemption thereof (not including any portion amount of such payments the next succeeding scheduled interest payment will be reduced by the amount of interest accrued as of thereon to the Redemption Date); and (B) discounted the principal amount that, but for the redemption, would have been payable at the Stated Maturity; over (ii) the aggregate principal amount of the Securities being redeemed. The present values of interest and principal payments referred to in clause (i) above will be determined in accordance with generally accepted principles of financial analysis. Those present values will be calculated by discounting the amount of each payment of interest or principal from the date that each payment would have been payable, but for the redemption, to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Reinvestment Treasury Rate (as defined below) plus 25 30 basis points. ‘‘Treasury Rate’’ means, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior with respect to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and rate per annum equal to the principal amount semiannual equivalent yield to maturity (computed as of the Notes held by second Business Day immediately preceding such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the TrusteeRedemption Date) of the aggregate Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount of Notes amount) equal to be redeemed and their the Comparable Treasury Price for such Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At In the case of any time redemption of Notes other than as provided in Section 6.03 hereof, the Corporation shall give written notice to the Trustee and each Credit Facility Provider providing a Credit Facility for the Notes to be redeemed, if any (a) of its election or direction so to redeem, on the specified Redemption Date, (b) of the aggregate principal amount of the Notes within each Series and maturities to be redeemed (which Redemption Date, Series, maturities and principal amounts thereof to be redeemed shall be determined by the Corporation in its sole discretion, subject to any limitations with respect thereto contained in or permitted by the respective Supplemental Indenture) and (c) of any moneys to be applied to the payment of the Redemption Price. Except as set forth in the respective Supplemental Indenture, the notice from the Corporation to the Trustee shall be given not less than 10 Business Days prior to the Par Call last day on which the Trustee can give notice of redemption to Registered Owners, unless a shorter period is acceptable to the Trustee. In the event notice of redemption shall have been given as provided in Section 6.05 hereof, the Trustee, if it holds the moneys to be applied to the payment of the Redemption Price, shall prior to the Redemption Date, pay or cause to be paid to the Company may appropriate Paying Agent or Paying Agents an amount which, in addition to other moneys, if any, available therefor held by such Paying Agent or Paying Agents, will be sufficient to redeem on the Redemption Date at the Redemption Price thereof, all the Notes at its optionto be redeemed. Such moneys shall be derived from the Credit Proceeds Fund if the Notes to be redeemed are secured by a Credit Facility other than a bond insurance policy. Except as provided in the preceding sentence, funds used to optionally redeem Notes under this Section shall, to the extent any Credit Facility other than a bond insurance policy is in effect, be Eligible Funds. In addition, the Outstanding Notes are subject to redemption in whole prior to their maturity at the option of the Corporation on any Interest Payment Date on which the aggregate current principal balance of the Notes Outstanding shall be less than or from time equal to time in part10% of the initial aggregate principal balance of the Notes on their respective Issue Dates, at a redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the such Notes being redeemed plus redeemed, together with accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture (including any Carry-over Amount thereon and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear any accrued interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the TrusteeCarry-over Amount) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes . The amount deposited pursuant to be redeemed in part. Neither the Company nor the Trustee this paragraph shall be required to: (i) issue, register paid to the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business Registered Owners on the day related Interest Payment Date following the date of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partsuch deposit.
Appears in 1 contract
Sources: General Indenture (Uici)
Optional Redemption. At any The Notes may be redeemed, at the Issuer’s option in whole or, from time to time, in in part, prior to the Par Call DateMaturity Date as follows:
(a) If the Notes are redeemed before April 15, 2022, the Company may redeem the Notes at its option, in whole or from time to time in part, will be redeemed at a redemption price (the “Redemption Price”) Price equal to the greater of of:
(i) 100% of the principal amount of the Notes being then outstanding to be redeemed, and ; and
(ii) the sum sum, as set forth in an Officers’ Certificate delivered to the Trustee, of the present values of the remaining scheduled payments of principal of, and interest on on, the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of to the Redemption Date) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment applicable Treasury Rate plus 25 50 basis points, plus, in each case, points (the “Make-Whole Premium”); plus any accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if .
(b) If the Notes are redeemed on or after the Par Call DateApril 15, 2022, the Notes will be redeemed at a Redemption Price will be equal to 100% of the principal amount of the Notes then outstanding being redeemed redeemed, plus accrued and unpaid interest thereon on the principal amount of the Notes being redeemed to, but excludingnot including, the applicable Redemption Date. .
(c) If any Redemption Date falls on a day that is not a Business Day, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that if the next such succeeding Business Day falls on a day in the next succeeding calendar year with respect to a Redemption Date, the required payment of principal, Make-Whole Premium, if any, or interest on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior to The Notes may be redeemed at the Par Call Date, the Company may redeem the Notes at its Issuer’s option, in whole or from time to time in part, at a redemption price any time and from time to time, prior to the Maturity Date as follows:
(a) If the Notes are redeemed before August 1, 2035 (the “Par Call Date”), the Notes will be redeemed at a Redemption Price”) Price equal to the greater of of:
(i) the principal amount of the Notes being redeemed, and (iia) the sum of the present values of the remaining scheduled payments of principal and interest on thereon discounted to the Redemption Date (assuming the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 20 basis points, points less (b) interest accrued to the Redemption Date; and
(ii) 100% of the principal amount of the Notes to be redeemed; plus, in each either case, accrued and unpaid interest thereon to, but excludingnot including, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if .
(b) If the Notes are redeemed on or after the Par Call Date, the Issuer may redeem the Notes, in whole or in part, at any time and from time to time, at a Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excludingnot including, the applicable Redemption Date. .
(c) If any Redemption Date falls on a day that is not a Business Day, the required payment of Redemption Price on the Notes to be redeemed will be made on the next succeeding Business Day as if made on the date on which such payment was due, and no interest will accrue on such payment for the period from and after such Redemption Date, as the case may be, to the date of such payment on the next succeeding Business Day; provided, however, that with respect to a Redemption Date, if the next such succeeding Business Day falls on a day in the next succeeding calendar year, the required payment of Redemption Price on the Notes to be redeemed shall be made on the Business Day immediately preceding such Redemption Date on which payment was due.
(d) If the Issuer elects to redeem only a portion of the Notes, the particular Notes to be redeemed will be selected by the Trustee on a pro rata basis to the extent practicable, or, if a pro rata basis is not practicable for any reason, by lot or in such other manner as the Trustee shall deem fair and appropriate, and in any case in accordance with the applicable procedures of the Depositary; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Note not redeemed to less than $2,000.
(e) If notice of redemption has been given as in the manner provided in Section 1104 of the Indenture and funds for the redemption of the Notes Note or any part thereof called for redemption shall will have been made available on the Redemption Date, the Notes to be redeemed, or such part thereof, will cease to accrue interest from and after the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date Holder will be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in part.
Appears in 1 contract
Optional Redemption. At any time prior (a) The provisions of Article 11 of the Base Indenture, as supplemented by the provisions of this Second Supplemental Indenture, shall apply to the Par Call Date, the Company may redeem the Notes.
(b) The Notes at its option, in shall be redeemable as a whole or from time to time in partpart in integral multiples of $1,000 principal amount, at the Company’s option at any time, at a redemption price (the “Redemption Price”) Price equal to the greater of (i) 100% of the principal amount of the Notes being redeemed, to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof thereon (not including any portion of such payments exclusive of interest accrued as and unpaid to the date of the Redemption Dateredemption) discounted to the Redemption Date on a semi-annual semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Treasury Rate plus 25 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excludingnot including, the date of redemption. Further, installments of interest on the Notes to be redeemed that are due and payable on the Interest Payment Dates falling on or prior to the Redemption DateDate shall be payable on the Interest Payment Date to the registered Holders as of the close of business on the relevant Regular Record Date according to the Notes and the Indenture.
(c) Notice of any redemption under this Section 3.05 will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder of the Notes to be redeemed; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on the Redemption Date referred to in such notice, such Notes will cease to bear interest on the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from and after the Redemption Date will may be to receive payment of the Redemption Price upon surrender of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given to Holders at their addresses, as shown in the Security Register for the Notes, not mailed more than 60 nor less than 15 days prior to the date fixed for redemption. The Redemption Date if the notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount is issued in connection with a defeasance of the Notes held by such Holder to be redeemedor a satisfaction and discharge of Notes. If all or less fewer than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemptionredeemed, the Notes to be redeemed in part. Neither shall be selected by the Trustee by lot or any other such method as the Trustee deems to be fair and appropriate.
(d) Unless the Company nor defaults in payment of the Trustee shall be required to: (i) issueRedemption Price, register on and after the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes Redemption Date, interest will cease to be redeemed and ending at the close of business accrue on the day of mailing the relevant notice of redemption; Notes or (ii) register the transfer of or exchange any Note, or portion thereof, portions thereof called for redemption, except the unredeemed portion of any Note being redeemed in partredemption under this Section 3.05.
Appears in 1 contract
Sources: Second Supplemental Indenture (Hanover Insurance Group, Inc.)
Optional Redemption. At any (a) From time prior to time during the Par Call period beginning on January 31, 2023 and ending the 40th Trading Day immediately before the Maturity Date, the Company may redeem the Notes at its optionmay, in whole its sole discretion, redeem all or from time to time in part, a portion of this Note at a cash redemption price (the “Redemption Price”) equal to the greater of (i) the principal amount of the Notes being redeemed, and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed that would be due if such notes matured on the Par Call Date but for the redemption thereof (not including any portion of such payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premium, if any, due on such Interest Payment Date to the Holder of record at the close of business on the corresponding Regular Record Date. Notwithstanding the foregoing, if the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed this Note (plus accrued and unpaid interest thereon interest, if any, to, but excluding, the applicable redemption date) (the “Optional Redemption”).
(b) In the event of an Optional Redemption, the Company shall at least fifteen (15) days prior to the Redemption Date, deliver or caused to be delivered electronically in accordance with the Applicable Procedures of the Depositary a notice of redemption (the “Redemption Notice”) to the Holder, informing it (i) that all or a portion of this Note has been called for Optional Redemption; (ii) the amount of the aggregate principal amount of the Note that the Company has elected to redeem; and (iii) the effective date on which such redemption will occur (the “Redemption Date).
(c) Notwithstanding the foregoing, the Holder shall be entitled to exercise its Optional Conversion rights with respect to all or a portion of the outstanding principal amount subject to such Optional Redemption at any time prior to 5:00 pm Eastern Time on the Business Day prior to such Redemption Date. If notice An election by the Holder of redemption has been given its Optional Conversion right with respect to any such principal amount subject to such Optional Redemption shall supersede any Optional Redemption with respect to such principal amount as provided in if the Indenture and funds for Company did not make an election to redeem such principal amount.
(d) Once the redemption of the Redemption Notice is delivered, Notes called for redemption shall have been made available become due and payable on the Redemption Date referred to in such notice, such Notes will cease to bear interest on and at the date fixed for such redemption specified in such notice and the only right of the Holders of such Notes from Redemption Price. On and after the Redemption Date Date, unless the Company defaults in the payment of the Redemption Price, interest will be cease to accrue on the Notes or portion thereof called for redemption and all rights of Holders with respect to such Notes or portion thereof will terminate except for the right to receive payment of the Redemption Price upon surrender of such Notes for redemption. Upon surrender in accordance with the Applicable Procedures of the Depositary, such notice. Notice of any optional redemption of any Notes will or portions thereof shall be given to Holders paid at their addressesthe Redemption Price plus accrued and unpaid interest, as shown in the Security Register for the Notesif any, but not more than 60 nor less than 15 days prior to the date fixed for redemption. The notice of redemption will specify, among other itemsincluding, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to the Par Call Date, the Company shall give the Trustee notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given to the Trustee at such time as shall permit the Trustee to include notice of the Redemption Price in such notice of redemption. The Trustee shall have no responsibility called for calculating the Redemption Price. The Trustee shall select, in such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes or portions thereof that are subject to such redemption shall be chosen in accordance with the Applicable Procedures.
(e) The Company shall be forever released from all of its obligations and liabilities under this Note with respect to the principal amount so redeemed and such principal amount of this Note shall be deemed repaid, in whole or in part. Neither , as applicable, and of no further force and effect, and the Company nor Depositary shall, make a notation on such Global Note as to the Trustee shall be required to: (i) issue, register reduction in the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partprincipal amount represented thereby.
Appears in 1 contract
Optional Redemption. At any time prior to January 1, 2033 (which is the date that is three months prior to the maturity of the Notes (the “Par Call Date”)), the Company may choose to redeem all or any portion of the Notes at its option, in whole or from time to time in part, at a redemption price (calculated by the “Redemption Price”) Company equal to the greater of:
(a) 100% of (i) the principal amount of the Notes being to be redeemed, and ; and
(iib) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes that would have been due if the Notes to be redeemed that would be due if such notes matured on the Notes Par Call Date (but for excluding accrued and unpaid interest to but excluding the redemption thereof Redemption Date), computed using a discount rate equal to the Treasury Yield (not including any portion of such payments of interest accrued as of determined on the second Business Day immediately preceding the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment Rate plus 25 45 basis points, plus, in each case, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided, however, that if the Redemption Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, the Company will pay the full amount of accrued and unpaid interest and premiuminterest, 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 such the relevant Interest Payment Date Date). The Trustee shall have no obligation to the Holder of record at the close of business on the corresponding Regular Record Datecalculate or verify any make-whole premium. Notwithstanding the foregoing, if the Notes are redeemed At any time on or after the Par Call Date, the Redemption Price will be Company may choose to redeem all or any portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon tointerest, if any, to but excluding, the applicable Redemption Date. If notice of redemption has been given as provided in the Indenture and funds for the redemption of the Notes called for redemption shall have been made available on excluding the Redemption Date referred (subject to in such notice, such Notes will cease to bear interest the right of Holders of record on the date fixed for such redemption specified in such relevant Record Date to receive interest due on the relevant interest payment date). Any notice and the only right of to the Holders of Notes of such Notes from and after a redemption must include the Redemption Date will be to receive payment appropriate calculation of the Redemption Price, but need not include the Redemption Price upon surrender itself. The actual Redemption Price must be set forth in an Officer’s Certificate of such Notes in accordance with such notice. Notice of any optional redemption of any Notes will be given the Company delivered to Holders at their addresses, as shown in the Security Register for the Notes, not more Trustee no later than 60 nor less than 15 days two Business Days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Date, the Redemption Price and the principal amount of the Notes held by such Holder to be redeemed. If all or less than all of the Notes are to be redeemed at the option of the Company, the Company will notify the Trustee at least 45 days prior to giving notice of redemption (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their Redemption Date. In connection with any redemption prior to tender offer (including any Change of Control Offer made in accordance with the Par Call Dateterms of the Indenture) for Notes, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw 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 shall give or such third party will have the Trustee right upon not less than 10 nor more than 60 days’ prior notice of the related Redemption Price promptly after the calculation thereof and if the Company has requested that the Trustee give to the Holders the notice of redemption required by Section 1104 of the Base Indenture, such notice from the Company shall be given (with a copy to the Trustee Trustee), given not more than 30 days following such purchase date, to redeem or purchase all the Notes that remain outstanding following such purchase at such time as shall permit a price equal to the Trustee price paid to include notice of the Redemption Price Holders in such notice tender offer plus, to the extent not included in the purchase price, accrued and unpaid interest and Additional Amounts, if any, on the Notes that remain outstanding, to, but excluding, the date of redemption. The Company shall calculate the redemption price in connection with any redemption, and the Trustee shall have no responsibility for calculating the Redemption Price. The Trustee shall select, in duty to calculate or verify any such manner as it shall deem fair and appropriate, no less than 60 days prior to the date of redemption, the Notes to be redeemed in part. Neither the Company nor the Trustee shall be required to: (i) issue, register the transfer of or exchange Notes during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending at the close of business on the day of mailing the relevant notice of redemption; or (ii) register the transfer of or exchange any Note, or portion thereof, called for redemption, except the unredeemed portion of any Note being redeemed in partcalculation.
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