Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that: (1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering. (b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. (c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer. (d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date). (e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024. (f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 % (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day). (h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Ingram Micro Holding Corp), Indenture (Ingram Micro Holding Corp)
Optional Redemption. (a) Except as set forth in the next two succeeding paragraphs, the Notes are not subject to redemption prior to the Stated Maturity, and there is no sinking fund for the Notes. At any time or from time to time prior to May 15, 20242029 (six months prior to the Stated Maturity of the Notes), the Issuer may on any one redeem, at its option, all or more occasions redeem up to 40% part of the aggregate principal amount of Notes upon not less than 30 nor more than 60 days’ prior notice (calculated after giving effect with a copy to the issuance of any Additional NotesTrustee) issued under this Indenture at a redemption price equal to 104.750the sum of (i) 100% of the principal amount of Notes redeemedthereof, plus (ii) the Applicable Premium as of the date of redemption, plus (iii) accrued and unpaid interestinterest on the Notes, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs. In addition, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On any time on or after May 15, 20242029 (six months prior to the Stated Maturity of the Notes), the Issuer may on any one or more occasions redeem redeem, at its option, all or a portion part of the Notes upon not less than 30 nor more than 60 days’ prior notice (with a copy to the Trustee) at a redemption price equal to the redemption prices sum of (expressed as percentages i) 100% of the principal amount) set forth belowamount thereof, plus (ii) accrued and unpaid interestinterest on the Notes, if any, on to, but excluding, the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, redemption (subject to the rights right of Holders holders of Notes record on a the relevant record date to receive interest due on an Interest Payment Date occurring the relevant interest payment date). “Applicable Premium” means, with respect to any Note on or any date of redemption, the excess, if any, as determined by the Issuer, of (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Note (excluding accrued but unpaid interest to the date of redemption) through May 15, 2029 (six months prior to the Stated Maturity of the Notes), discounted to the date of redemption on a semi-annual basis using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points; over (b) the principal amount of the Note. “Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
date (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In additionor, if such redemption Statistical Release is subject no longer published, any publicly available source of similar market data)) most nearly equal to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, period from the redemption date may be delayed until such time as any or all such conditions shall be satisfied to May 15, 2029 (or waived by six months prior to the Issuer in its sole discretionStated Maturity of the Notes); provided, or such redemption may not occur and such notice may be modified or rescinded in however, that if the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by period from the redemption date so delayed to May 15, 2029 (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice six months prior to the Holders Stated Maturity of the Notes) is less than one year, the weekly average yield on actively traded United States Treasury securities adjusted to a constant maturity of one year will be used. Notes called for redemption become due on the applicable redemption date Joint Book-Running Managers: RBC Capital Markets, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC SG Americas Securities, LLC Mizuho Securities USA LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Barclays Capital Inc. BNP Paribas Securities Corp. Citizens Capital Markets, Inc. Deutsche Bank Securities Inc. NatWest Markets Securities Inc. Regions Securities LLC Co-Managers: Natixis Securities Americas LLC ▇. ▇▇▇▇▇▇▇ & Co., LLC ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & Company, Inc. Trade Date: November 5, 2019 Settlement Date: November 7, 2019 (to the extent such redemption date occurs and as such date may be extended or delayedT+2). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date Ratings1: Ba3 (whether or not a Business Day▇▇▇▇▇’▇) / BB- (S&P) / BB+ (Kroll).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (Springleaf Finance Corp)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsclause (b) or (d) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May April 15, 20242028 (the “Par Call Date”).
(fb) On or after May 15, 2024At any time prior to the Par Call Date, the Issuer may may, at its option, on any one or more occasions redeem all or a portion part of the Notes, upon notice as set forth in Section 3.03 hereof at a redemption price equal to the greater of (i) 100.0% of the principal amount of Notes at redeemed or (ii) the redemption prices (expressed sum, as percentages calculated by the Issuer, of the present values of the remaining scheduled payments of principal amountand interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) set forth belowat a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowRedemption Date, subject to the rights right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an Interest Payment Date occurring interest payment date that is on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Redemption Date).
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. .
(f) In connection with addition to any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and conditions and at such prices as well as with such or other consideration as the Issuer or any such Affiliates Affiliate may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a1) At any time prior to May 15The Company may redeem the Notes in whole or in part, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture occasions, in accordance with Section 3.03 hereof, at a redemption price equal to 104.750the greater of:
(i) 100% of the principal amount of the Notes to be redeemed, plus and
(ii) as determined by an independent investment dealer selected by the Company and acceptable to the Trustee, acting reasonably, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued and unpaid interest, if any, on the Notes redeemed, to (but not includingexcluding) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior redemption) discounted to the redemption datedate on a semi-annual basis (assuming a 365-day year using the actual number of days in the period), with at the cash proceeds of any Equity Offering; provided that:
(1) at least discount rate equal to the lesser of (a) 50% sum of the aggregate principal amount Canada Bond Yield for such Notes (determined as of the Notes Business Day immediately preceding the date of redemption) plus 100 basis points, plus, in each case, accrued and unpaid interest to (including any Additional Notesbut excluding) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); anddate.
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May In addition, beginning on March 15, 20242025, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes Notes, at once or over time, in accordance with Section 3.03 hereof, at a redemption price equal to 100of 100.00% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, interest thereon on the Notes redeemed, redeemed to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not includingexcluding) the redemption date (subject to the right of holders Holders of Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date falling on or prior to the redemption dateInterest Payment Date).
(e3) Except pursuant If the Company becomes obligated to pay any Additional Amounts because of a change in the preceding paragraphslaws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Notes will Company may, at any time, redeem all, but not be redeemable at the Issuer’s option prior to May 15part, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a price equal to 100% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not includingexcluding) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %, provided that at any time that the aggregate principal amount of the Notes outstanding is greater than $20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 hereof with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder’s Notes pursuant to this Section 3.07(3).
(g4) Any redemption prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)
Optional Redemption. (a) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Secured Notes (calculated after giving effect to the issuance of any Additional Secured Notes) issued under this the Secured Indenture at a redemption price equal to 104.750105.750% of the principal amount of Secured Notes redeemed, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Secured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Secured Notes (including any Additional Secured Notes) then outstanding or (b) $600.0 450.0 million aggregate principal amount of the Secured Notes (including any Additional Secured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this the Secured Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Secured Notes at a redemption price equal to 100% of the principal amount of the Secured Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Secured Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Secured Notes outstanding tender such Secured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Secured Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Secured Notes have validly tendered and not validly withdrawn Secured Notes in an offer, Secured Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024the third anniversary of the Issue Date, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Secured Notes, including any Additional Secured Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Secured Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Secured Notes will not be redeemable at the Issuer’s option prior to May 15August 1, 2024.
(f) On or after May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Secured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 August 1 of the years indicated below, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 102.875% 2025 101.188 101.438% 2026 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Secured Notes made pursuant to this Section 3.07(including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met met, by providing notice to the Holders of the Secured Notes. Secured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Secured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under this Unsecured Indenture at a redemption price equal to 104.750108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Unsecured Notes (including any Additional Unsecured Notes) then outstanding or (b) $600.0 325.0 million aggregate principal amount of the Unsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Unsecured Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Unsecured Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Unsecured Notes have validly tendered and not validly withdrawn Unsecured Notes in an offer, Unsecured Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to May 15August 1, 2024.
(fe) On or after May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Unsecured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 104.000% 2025 101.188 102.000% 2026 and thereafter 100.000 %
100.000% (gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Unsecured Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to clause (b) or (d) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Issuer’s option prior to May April 15, 20242028 (the “Par Call Date”).
(fb) On or after May 15, 2024At any time prior to the Par Call Date, the Issuer may may, at its option, on any one or more occasions redeem all or a portion part of the Notes, upon notice as set forth in Section 3.03 of the Indenture, at a redemption price equal to the greater of (i) 100.0% of the principal amount of the Notes at to be redeemed or (ii) the redemption prices (expressed sum, as percentages calculated by the Issuer, of the present values of the remaining scheduled payments of principal amountand interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) set forth belowat a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date.
(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or prior more occasions, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(gd) Any redemption pursuant to this Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a) Except as described below under clauses 5(b), 5(c) and 5(e) hereof, the Notes will not be redeemable at the Issuer’s option before December 15, 2016.
(b) At any time prior to May December 15, 20242016, the Issuer may may, at its option, on any one or more occasions, redeem all or a part of the Notes, upon notice provided as described in Section 7, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but not including, the date of redemption (the “Redemption Date”), subject to the rights of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(c) Until December 15, 2016, the Issuer may, at its option, on one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated including the aggregate principal amount of Notes issued after giving effect to the issuance of any Additional Notes) issued under this Indenture Issue Date), upon notice provided as described in Section 7, at a redemption price equal to 104.750105.875% of the aggregate principal amount of Notes redeemedthereof, plus accrued and unpaid interestinterest thereon to, if any, on the Notes redeemed, to (but not including) , the date of redemption (applicable Redemption Date, subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date)Date, with the cash aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings; provided that (i) each such redemption occurs within 120 days of any the date of closing of each such Equity Offering; provided that:
(1ii) proceeds in an amount equal to or exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the capital of, the Issuer or any of its Restricted Subsidiaries and (iii) at least the lesser of (a) 50% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and any Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of that are issued under the Notes (including any Additional Notes) Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offeringredemption.
(bd) At any time prior to May On and after December 15, 20242016, the Issuer may may, at its option, on any one or more occasions occasions, redeem all or a portion part of the Notes Notes, upon notice provided as described in Section 7, at a the redemption price equal to 100% prices (expressed as percentages of the principal amount of the Notes to be redeemed) set forth below, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interestinterest thereon to, if any, on the Notes redeemed, to (but not including) , the date of redemptionapplicable Redemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to December 15 of each of the redemption date.years indicated below: 2016 102.938 % 2017 101.469 % 2018 and thereafter 100.000 %
(ce) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if If Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more less than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered tender and do not validly withdrawn withdraw such Notes in an offer, Notes owned by an Affiliate a Change of the Issuer or by funds controlled or managed by any Affiliate of Control Offer and the Issuer, or any successor thereofthird party making a Change of Control Offer in lieu of the Issuer as described in Section 4.14(c) of the Indenture, shall be deemed to be outstanding for purchases all of the purposes of Notes validly tendered and not withdrawn by such offer.
(d) Prior to May 15, 2024Holders, the Issuer may or such third party will have the right, upon prior notice given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.14 of the Indenture, to redeem during each calendar year commencing with the calendar year all Notes that remain outstanding following such purchase at a price in which the Issue Date occurs up cash equal to 10101.000% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, thereof plus accrued and unpaid interestinterest to, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024date of redemption.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Michaels Stores Inc), Supplemental Indenture (Michaels Companies, Inc.)
Optional Redemption. (a) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Secured Notes (calculated after giving effect to the issuance of any Additional Secured Notes) issued under this Secured Indenture at a redemption price equal to 104.750105.750% of the principal amount of Secured Notes redeemed, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Secured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Secured Notes (including any Additional Secured Notes) then outstanding or (b) $600.0 450.0 million aggregate principal amount of the Secured Notes (including any Additional Secured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Secured Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Secured Notes at a redemption price equal to 100% of the principal amount of the Secured Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Secured Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Secured Notes outstanding tender such Secured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Secured Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Secured Notes have validly tendered and not validly withdrawn Secured Notes in an offer, Secured Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024the third anniversary of the Issue Date, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Secured Notes, including any Additional Secured Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Secured Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Secured Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Secured Notes will not be redeemable at the Issuer’s option prior to May 15August 1, 2024.
(f) On or after May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Secured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Secured Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 August 1 of the years indicated below, subject to the rights of Holders of Secured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 102.875% 2025 101.188 101.438% 2026 and thereafter 100.000 %
100.000% (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Secured Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such any redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Secured Notes. Secured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Secured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Unsecured Notes (calculated after giving effect to the issuance of any Additional Unsecured Notes) issued under this the Unsecured Indenture at a redemption price equal to 104.750108.000% of the principal amount of Unsecured Notes redeemed, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Unsecured Notes (including any Additional Unsecured Notes) then outstanding or (b) $600.0 325.0 million aggregate principal amount of the Unsecured Notes (including any Additional Unsecured Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this the Unsecured Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Unsecured Notes at a redemption price equal to 100% of the principal amount of the Unsecured Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Unsecured Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Unsecured Notes outstanding tender such Unsecured Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Unsecured Notes have validly tendered and not validly withdrawn Unsecured Notes in an offer, Unsecured Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)[Reserved].
(e) Except pursuant to the preceding paragraphs, the Unsecured Notes will not be redeemable at the Issuer’s option prior to May 15August 1, 2024.
(f) On or after May 15August 1, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Unsecured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Unsecured Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 August 1 of the years indicated below, subject to the rights of Holders of Unsecured Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 104.000% 2025 101.188 102.000% 2026 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Unsecured Notes made pursuant to this Section 3.07(including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met met, by providing notice to the Holders of the Unsecured Notes. Unsecured Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Unsecured Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At The Securities will be subject to redemption, in whole or in part, at any time prior or from time to May 15time, 2024, at the Issuer may on any one or more occasions redeem up to 40% option of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture Corporation on at least 30 days’ prior notice by mail at a redemption price equal to 104.750the greater of (i) 100% of the principal amount of Notes the Securities to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 62.5 basis points of the Securities, plus in each case accrued and unpaid interest to the date of redemption. On and after the date of redemption, interest will cease to accrue on the Securities or portions of Securities called for redemption on such date. The Securities may be redeemed in part but only in integral multiples of US$1,000. The Securities may be redeemed, at the option of the Corporation, at any time as a whole but not in part, on not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest, interest (if any, on the Notes redeemed, ) to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant , in the event the Corporation has become or would become obligated to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if anypay, on the Notes redeemed, to (but not including) the applicable next date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject which any amount would be payable with respect to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior Securities, any Additional Amounts with respect to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant Securities as a result of a change in or an amendment to the provisions laws (including any regulations promulgated thereunder) of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied Canada (or waived by the Issuer in its sole discretionany political subdivision or taxing authority thereof or therein), or any change in or amendment to any official position regarding the application or interpretation of such redemption may not occur and such notice may be modified laws or rescinded in the event that any regulations, which change or all such conditions shall not have been satisfied (amendment is announced or waived by the Issuer in its sole discretion) by the redemption datebecomes effective on or after July 26, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case)1996. Such notice of redemption may be extended if such conditions precedent have not been met by providing Any notice to the Holders of the Notes. Notes called for Securities of such a redemption become due on need not set forth the applicable redemption date (to price of such Securities but need only set forth the extent such redemption date occurs and calculation thereof as such date may be extended or delayed). Unless the Issuer defaults described in the payment first paragraph of the this section entitled “Optional Redemption”. The redemption price, interest will cease calculated as aforesaid, shall be set forth in an Officers’ Certificate delivered to accrue on the Notes or portions thereof called for Trustee no later than two business days prior to the redemption on the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Domtar Paper Company, LLC), Indenture (Domtar CORP)
Optional Redemption. (a) Except pursuant to Sections 3.07(b), 3.07(c) and 4.15(f), the Notes will not be optionally redeemable by the Issuer; provided, however, the Issuer may acquire the Notes by means other than an optional redemption.
(b) At any time and from time to time, prior to May November 15, 20242029 (the “First Par Call Date”), the Issuer may on any one redeem the Notes, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture in part, at a redemption price equal to 104.750the greater of:
(i) 100% of the principal amount of the Notes redeemedto be redeemed then outstanding; and
(ii) as determined by an Independent Investment Banker, 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 First Par Call Date (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) using a discount rate equal to the Adjusted Treasury Rate for the Notes plus 50 basis points; 42 plus, in either of the above cases, accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption of the Notes to be redeemed (subject to the right of Holders of Notes record on a the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption related interest payment date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) . At any time prior and from time to May 15, 2024time on or after the First Par Call Date, the Issuer may on any one redeem the Notes, in whole or more occasions redeem all or a portion of the Notes in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedredeemed then outstanding, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption of the Notes to (but not including) the redemption date be redeemed (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant related interest payment date falling on or prior to the redemption date).
(ec) Except pursuant The Issuer may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the preceding paragraphsHolders (which notice shall be irrevocable and given in accordance with Section 3.03), the Notes will not be redeemable at the Issuer’s option prior a redemption price equal to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion 100% of the Notes at the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interestinterest thereon to, but excluding, the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the Notes redeemed, to (but not including) the applicable date of redemptionredemption as a result of the redemption or otherwise, if redeemed during the 12-month period beginning Issuer determines in good faith that the Issuer or any Guarantor is, or on May 15 the next date on which any amount would be payable in respect of the years indicated belowNotes, subject would be obligated to pay Additional Amounts in respect of the Notes pursuant to the rights terms and conditions thereof (but, in the case of Holders a Guarantor, only if the payment giving rise to such requirement cannot be made by the Issuer or another Guarantor without the obligation to pay Additional Amounts), which the Issuer or such Guarantor, as the case may be, cannot avoid by the use of Notes on reasonable measures available to it (including, without limitation, making payment through a relevant record date to receive interest on an Interest Payment Date occurring Paying Agent located in another jurisdiction), as a result of:
(1) any change in, or amendment to, the laws or treaties (or any regulations, official guidance or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or
(2) any change in the official application, administration, or interpretation of the laws, treaties, regulations, official guidance or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (1) and (2), a “Change in Tax Law”). Notwithstanding the foregoing, the Issuer may not redeem the Notes under this provision if a Relevant Taxing Jurisdiction changes under this Indenture and the Issuer is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction. In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor Person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another Person organized or resident in the same jurisdiction) first makes a payment on the Notes. Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Issuer or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect. Prior to the giving of any notice of redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %pursuant to this Section 3.07(c), the Issuer will deliver to the Trustee:
(g1) an Officers’ Certificate stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Issuer or any Guarantor or surviving entity taking reasonable measures available to it); and
(2) a written opinion of independent tax advisers of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction to the effect that the Issuer or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law. The foregoing provisions shall apply mutatis mutandis to any successor Person, after such successor ▇▇▇▇▇▇ becomes a party to this Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to this Indenture.
(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 3.05 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Sensata Technologies Holding PLC), Indenture (Sensata Technologies Holding PLC)
Optional Redemption. (a) At any time prior to May 15The Company may redeem the Notes, 2024in whole or in part, the Issuer may on any one or more occasions redeem up to 40% occasions, in accordance with Section 3.03 of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture Indenture, at a redemption price equal to 104.750the greater of (i) 100% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes to be redeemed; and (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued to (but not includingexcluding) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior redemption) discounted to the redemption date), with the cash proceeds date on a semiannual basis (assuming a 360-day year consisting of any Equity Offering; provided that:
(1twelve 30-day months) at least the lesser of Adjusted Treasury Rate plus 100 basis points; plus, in each case, accrued and unpaid interest to (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2but excluding) the redemption occurs within 180 days of the date of the closing of such Equity Offeringdate.
(b) At any time prior to May Beginning on March 15, 2024, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes Notes, at once or over time, in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100of 100.00% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, interest on the Notes redeemed, redeemed to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not includingexcluding) the redemption date (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(ec) Except pursuant If the Company becomes obligated to pay any Additional Amounts because of a change in the preceding paragraphslaws or regulations of Canada or any Canadian Taxing Authority, or a change in any official position regarding the application or interpretation thereof, in either case that is publicly announced or becomes effective on or after the Issue Date, the Notes will Company may, at any time, redeem all, but not be redeemable at the Issuer’s option prior to May 15part, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a price equal to 100% of the redemption prices (expressed as percentages of principal amount) set forth belowamount thereof, plus accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not includingexcluding) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption , provided that at any time that the aggregate principal amount of the Notes outstanding is greater than US$20.0 million, any Holder of the Notes may, to the extent that it does not adversely affect the Company’s after-tax position, at its option, waive the Company’s compliance with the provisions of Section 4.20 of the Indenture with respect to such Holder’s Notes; provided, further, that if any Holder waives such compliance, the Company may not redeem that Holder’s Notes pursuant to this Section 3.07 clause (c).
(d) Any prepayment pursuant to this paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Quebecor Media Inc), Indenture (Videotron Ltee)
Optional Redemption. (a) At any time prior to May 15Except as described under clauses (b), 2024(c) and (d) below, the Issuer may on any one or more occasions redeem up to 40% of Notes will not be redeemable at the aggregate principal amount of Notes (calculated after giving effect to Issuers’ option before the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the maturity date of the closing of such Equity OfferingNotes.
(b) At any time and from time to time prior to May January 15, 2024, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) , the applicable date of redemption, redemption (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate).
(c) At On or after January 15, 2024, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, in connection with any offer to purchase at the Notes following redemption prices (including pursuant to expressed as a Change percentage of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offerto be redeemed), the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, plus accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) , the applicable redemption date of redemption, (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date), if redeemed during the 12-month period commencing on January 15 of the years set forth in the table below: 2024 102.875% 2025 101.438% 2026 and thereafter 100.000% (d) Notwithstanding the foregoing, at any time and from time to time on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May January 15, 2024, the Issuer Issuers may redeem during each calendar year commencing with in the calendar year in which the Issue Date occurs aggregate up to 1040% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the original aggregate principal amount of the Notes redeemed(calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.750%, plus accrued and unpaid interestinterest to, if any, to (but not including) , the redemption date (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date falling on or prior to Interest Payment Date); provided, however, that at least 50% of the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion original aggregate principal amount of the Notes at (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the redemption prices date on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (expressed as percentages or electronically transmitted) to each Holder of principal amount) Notes being redeemed and otherwise in accordance with the procedures set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Compass, Inc.), Indenture (Realogy Group LLC)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to clause (b) or (d) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Issuer’s option prior to May 15January 1, 20242029 (the “Par Call Date”).
(fb) On or after May 15, 2024At any time prior to the Par Call Date, the Issuer may may, at its option, on any one or more occasions redeem all or a portion part of the Notes, upon notice as set forth in Section 3.03 of the Indenture, at a redemption price equal to the greater of (i) 100.0% of the principal amount of the Notes at to be redeemed or (ii) the redemption prices (expressed sum, as percentages calculated by the Issuer, of the present values of the remaining scheduled payments of principal amountand interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) set forth belowat a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date.
(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or prior more occasions, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(gd) Any redemption pursuant to this Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsclause (b) or (d) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May 15January 1, 20242029 (the “Par Call Date”).
(fb) On or after May 15, 2024At any time prior to the Par Call Date, the Issuer may may, at its option, on any one or more occasions redeem all or a portion part of the Notes, upon notice as set forth in Section 3.03 hereof at a redemption price equal to the greater of (i) 100.0% of the principal amount of Notes at redeemed or (ii) the redemption prices (expressed sum, as percentages calculated by the Issuer, of the present values of the remaining scheduled payments of principal amountand interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) set forth belowat a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowRedemption Date, subject to the rights right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.
(d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an Interest Payment Date occurring interest payment date that is on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Redemption Date).
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. .
(f) In connection with addition to any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and conditions and at such prices as well as with such or other consideration as the Issuer or any such Affiliates Affiliate may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a) At any time prior to May 15September 1, 20242027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750107.375% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with in an amount equal to the amount of cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15September 1, 20242027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15September 1, 20242027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15September 1, 20242027.
(f) On or after May 15September 1, 20242027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2027 103.688 % 2025 101.188 2028 101.844 % 2026 2029 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such any redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled cancelled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At any time and from time to time prior to May January 15, 2024, the Issuer Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) , the applicable date of redemption, redemption (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate).
(cb) At On or after January 15, 2024, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, in connection with any offer to purchase at the Notes following redemption prices (including pursuant to expressed as a Change percentage of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offerto be redeemed), the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, plus accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) , the applicable redemption date of redemption, (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date), if redeemed during the 12-month period commencing on January 15 of the years set forth in the table below: 2024 102.875% 2025 101.438% 2026 and thereafter 100.000%
(c) Notwithstanding the foregoing, at any time and from time to time on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May January 15, 2024, the Issuer Issuers may redeem during each calendar year commencing with in the calendar year in which the Issue Date occurs aggregate up to 1040% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the original aggregate principal amount of the Notes redeemed(calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.750%, plus accrued and unpaid interestinterest to, if any, to (but not including) , the redemption date (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date falling on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or prior electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture.
(d) Any redemption date)notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
(e) Except pursuant to the preceding paragraphsclauses (a), (b) and (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May 15, 2024the maturity date of the Notes.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)3.06.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Compass, Inc.), Indenture (Realogy Group LLC)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this the Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 102.375% 2025 101.188 101.188% 2026 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07(including with cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met met, by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Ingram Micro Holding Corp), Indenture (Ingram Micro Holding Corp)
Optional Redemption. (a) At any time prior to May 151, 20242026, the Issuer may may, on any one or more occasions occasions, redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750of 107.000% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (to, but not including) excluding, the redemption date Redemption Date (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling an Interest Payment Date that is on or prior to the Redemption Date), in an amount not greater than the net cash proceeds of one or more Equity Offerings; provided that:
(i) at least 60% of the aggregate principal amount of the Notes issued on the date of the Indenture remains outstanding immediately after the occurrence of such redemption date(excluding Notes held by the Issuer and its Subsidiaries); and
(ii) the redemption occurs within 180 days of the date of the closing of each such Equity Offering.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fb) On or and after May 151, 20242026, the Issuer may may, on any one or more occasions occasions, redeem all or a portion part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to (but not including) excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date of redemptionto receive interest due on an interest payment date that is on or prior to the Redemption Date), if redeemed during the 12twelve-month period beginning on May 15 1 of the years indicated below: 2026 103.500 % 2027 101.750 % 2028 and thereafter 100.000 %
(c) Prior to May 1, 2026, the Issuer may, on one or more occasions, redeem all or part of the Notes at a redemption price equal to the sum of the principal amount thereof, plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (subject to the rights right of Holders of Notes record on a the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date).
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer or other tender offer, and the Issuer purchases all of the Notes held by such Holders, the Issuer will have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer, Alternate Offer or other offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of the Holders of Notes on the relevant record date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Redemption Date).
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such optional redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such optional redemption is subject to the satisfaction of one or more conditions precedent, the related notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by (provided that in no event shall such Redemption Date be delayed to a date later than 60 days after the Issuer in its sole discretiondate on which such notice was sent), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption dateRedemption Date, or by the redemption date Redemption Date as so delayed delayed.
(which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (Sunoco LP), Indenture (Sunoco LP)
Optional Redemption. (a) At any time prior to May 15September 1, 20242027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750107.375% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with in an amount equal to the amount of cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 325.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this the Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15September 1, 20242027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15September 1, 20242027, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15September 1, 20242027.
(f) On or after May 15September 1, 20242027, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2027 103.688 % 2025 101.188 2028 101.844 % 2026 2029 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07(including with net cash proceeds of an Equity Offering), any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met met, by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Indenture (McGraw Hill, Inc.), Indenture (McGraw Hill, Inc.)
Optional Redemption. (a) At any time and from time to time prior to May 15, 2024two years from the Issue Date, the Issuer may on any one redeem all or a part of the 2024 Notes, upon not less than 15 days’ nor more occasions redeem up than 60 days’ notice, at a Redemption Price equal to 40100% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of 2024 Notes redeemed, plus the Applicable Premium and accrued and unpaid interest, if any, on to but excluding the Notes redeemed, to (but not including) the applicable date of redemption (subject to the right rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or Date).
(b) At any time prior to two years from the redemption date)Issue Date, with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50Issuer may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the 2024 Notes issued under this Indenture (including any Additional 2024 Notes), upon not less than 15 days’ nor more than 60 days’ notice, at a Redemption Price of 112.5% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date, subject to the rights of Holders on the relevant Record Date to receive interest on the relevant Interest Payment Date, with the net cash proceeds of one or more Equity Offerings; provided that:
(i) then outstanding or (b) $600.0 million 2024 Notes in an aggregate principal amount equal to at least 65% of the aggregate principal amount of the 2024 Notes issued under this Indenture (including excluding any Additional 2024 Notes) remains remain outstanding immediately after the occurrence of each such redemption (except to excluding 2024 Notes held by the extent otherwise repurchased Issuer or redeemed in accordance with the terms of this Indentureits Affiliates); and
(2ii) the redemption occurs within 180 90 days of the date of the closing of such Equity Offering.
(bc) At any time prior and from time to May 15, 2024, time after two years from the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024Issue Date, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the 2024 Notes upon not less than 15 days’ nor more than 60 days’ notice, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, interest on the 2024 Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12-twelve- month period beginning on May 15 December 10 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest on an the relevant Interest Payment Date occurring on or prior Date: Year Percentage 2022 106.25% 2023 and thereafter 100.00%
(d) Unless otherwise specifically provided in this Section 3.7, the terms of Article 5 shall apply to the redemption date: of any 2024 102.375 % 2025 101.188 % 2026 Notes and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that of any or all such conditions inconsistency, the terms of this Section 3.7 shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)prevail.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 2 contracts
Sources: Trust Indenture, Trust Indenture
Optional Redemption. (a) At On any time interest payment date prior to May 15, 20242009, the Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture (including any Additional Notes issued after the Issue Date) at a redemption price equal to 104.750the product of (x) the sum of (1) 100% and (2) a percentage equal to the per annum rate of interest on the Notes then applicable on the date on which the notice or redemption is given and (y) the principal amount of Notes redeemedthereof, plus accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to , the redemption date), with the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1) at least the lesser of (a) 5065% of the aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) then outstanding Notes but excluding Notes held by Parent or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notesits Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2) the redemption occurs within 180 120 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsparagraph, the Notes will not be redeemable at the Issuer’s 's option prior to May 15, 2024.
(f) 2009. The Issuer is not, however, prohibited under this Indenture from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise so long as the acquisition does not violate the terms of this Indenture. On any interest payment date on or after May 15, 20242009, the Issuer may on any one or more occasions redeem all or a portion part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interest, if any, interest on the Notes to be redeemed, to (to, but not including) , the applicable date of redemptionredemption date, if redeemed during the 12twelve-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.:
Appears in 2 contracts
Sources: Indenture (Swift Transportation Co Inc), Indenture (Swift Transportation Co Inc)
Optional Redemption. The Notes may be redeemed, in whole or in part, at any time and from time to time, at the option of the Issuer upon not less than 10 nor more than 60 days’ prior notice sent to each Holder’s registered address as follows:
(a) At any time prior to May 15, 2024if the Notes are redeemed before the Par Call Date, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture being redeemed shall be redeemed at a redemption price calculated by or on behalf of the Company equal to 104.750the greater of (i) 100% of the principal amount of the Notes redeemed, plus accrued redeemed and unpaid interest, if any, (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes redeemed, to be redeemed that would be due if such Notes matured on the Par Call Date (but not includingexclusive of interest accrued to the date of redemption) discounted to the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption dateannual basis (ACTUAL/ACTUAL (ICMA), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)Bund Rate plus 20 basis points; and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of if the Notes are redeemed on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, notes being redeemed plus accrued and unpaid interest, if any, interest to (but not including) the applicable redemption date (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024. Notwithstanding anything in this Section 3.2, the Issuer may on acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. Notice of any one or more occasions redeem all or a portion redemption of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption a transaction or an event may, at the Issuer’s discretion, be performed by another Person and given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in At the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion)satisfied, or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so delayed (which may exceed 60 days from delayed. The Issuer will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed, and upon receipt the Trustee will provide such notice to each Holder of the redemption notice Notes to be redeemed in such case). Such the same manner in which the notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)was given.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15April 1, 20242015, the Issuer Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Company, upon notice as provided in the Indenture, at a redemption price equal to 104.750107.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with the cash proceeds of any Equity Offering; provided that:
(1A) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of held by the Notes (including any Additional NotesCompany and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2B) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15April 1, 20242016, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 5.15(f) of the Indenture.
(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May 15April 1, 20242016.
(fe) On or and after May 15April 1, 20242016, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to April 1 of the redemption dateyears indicated below: 2024 102.375 2016 103.93750% 2025 101.188 2017 101.96875% 2026 2018 and thereafter 100.000 100.00000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: First Supplemental Indenture (Vanguard Natural Resources, LLC)
Optional Redemption. (a) At any time prior to May 15July 1, 20242017, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 5035% of the aggregate principal amount of the Notes (including including, without limitation, any Additional Notes) then outstanding issued under this Indenture, in an amount not greater than the net cash proceeds of one or (b) $600.0 million aggregate more Equity Offerings by the Issuer, upon notice as provided in this Indenture, at a redemption price equal to 105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (including subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes (including, without limitation, any Additional Notes) originally issued under this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15July 1, 20242017, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuer’s option prior to May 15July 1, 20242017.
(fd) On or and after May 15July 1, 20242017, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, redeemed to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to July 1 of the redemption dateyears indicated below: 2024 102.375 Year Percentage 2017 104.406 % 2025 101.188 2018 102.938 % 2026 2019 101.469 % 2020 and thereafter 100.000 %
(ge) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) hereof.
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15June 1, 20242021, the Issuer Issuers may on any one redeem the Notes in whole or in part, at their option, upon not less than 30 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750100% of the principal amount of such Notes redeemedredeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) At any time and from time to time prior to June 1, 2021, the Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 105.25% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including any Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Companies or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.01 through 5.06 of the Indenture.
(c) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(d) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Issuers’ option prior to June 1, 2021.
(e) At any time and from time to time on or after June 1, 2021, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 30 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May 15 June 1 of the years year indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2021 102.625 % 2025 101.188 2022 101.750 % 2026 2023 101.875 % 2023 and thereafter 100.000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this paragraph 6 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To provisions of Sections 5.01 through 5.06 of the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedIndenture.
Appears in 1 contract
Sources: Indenture (Yum Brands Inc)
Optional Redemption. (a) At any time prior to May April 15, 20242015, the Issuer may on any one redeem the Notes in whole or in part, at their option, upon not less than 30 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750100% of the principal amount of such Notes redeemedredeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) At any time and from time to time prior to April 15, 2015, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.250% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.
(c) In addition, on or within ninety (90) days of the Escrow Release Date, the Issuer may redeem an amount of the Notes equal to the aggregate principal amount of the Non-refinanced Notes that remain outstanding on the Escrow Release Date less the aggregate principal amount of any reduction to the commitments of the Credit Facilities under the Credit Agreement as a result of any Non-refinanced Notes that remain outstanding on the Escrow Release Date pursuant to the terms of the debt financing commitments, upon not less than thirty (30) nor more than sixty (60) days’ prior notice at a redemption price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date of the Notes up to, but not including, the date of such redemption.
(d) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2015.
(e) At any time and from time to time on or after April 15, 2015, the Issuer may redeem the Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May April 15 of the years year indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2015 102.1250 % 2025 101.188 2016 101.0625 % 2026 2017 and thereafter 100.000 100.0000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this paragraph 6 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To provisions of Sections 5.1 through 5.6 of the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedIndenture.
Appears in 1 contract
Sources: Indenture (Heinz H J Co)
Optional Redemption. (a) At The Issuer may, at its option, redeem the Notes at any time prior to May 15maturity, 2024, the Issuer may on any one in whole or more occasions redeem up from time to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed time in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offeringpart.
(b) At The redemption price for any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion redemption of the Notes at a redemption price will be equal to: (i) prior to March 21, 2028 (the “Par Call Date”), the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, interest thereon to (but not includingexcluding) the date redemption date; and (ii) on or after the Par Call Date, 100% of redemptionthe principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to (but excluding) the redemption date. In the case of LEGAL_1:79216828.4 any redemption of Notes, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring installments whose maturity is on or prior to the redemption date will be payable to the Holders of record of such Notes at the close of business on the relevant Record Date in respect of such interest payment. Notes (or portions thereof), for whose redemption and payment provision is made in accordance with the Indenture, shall cease to bear interest from and after the redemption date. In the event of redemption of this Note in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.
(c) At any timeNotice of redemption given to the Trustee and to Holders pursuant to the Base Indenture and the Ninth Supplemental Indenture may, at the option of the Issuer, be made subject to conditions and, in connection with any offer such case, such notice of redemption shall specify, in addition to purchase the Notes (including pursuant to a Change requirements of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount Section 3.02 and Section 3.04 of the Notes outstanding tender such Notes in such offerBase Indenture, as applicable, the Issuer details and terms of any event (e.g., a financing, asset disposition or other transaction) on which such other Personredemption is conditional. Notwithstanding Section 3.05 of the Indenture, upon notice of redemption having been given not more than 60 days following such purchase pursuant to such offer, may redeem all as specified in Section 3.09 of the remaining Indenture, the Notes so called for redemption shall become due and payable on the redemption date and at a the redemption price therein specified, only upon the fulfillment or discharge of the conditions stated in cash equal such notice to the price offered to each Holder satisfaction of the Issuer, acting reasonably, or the waiver of such conditions by the Issuer, in such prior offerwhole or in part, plus, notwithstanding anything to the extent not included contrary in the prior offer paymentBase Indenture or the Ninth Supplemental Indenture. In addition, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject notwithstanding anything to the rights contrary in the Base Indenture or the Ninth Supplemental Indenture, any notice of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or redemption given as aforesaid may be revoked at any time by the Issuer prior to the redemption date therein specified if the Issuer determines, acting reasonably, that such conditions cannot be satisfied by such date. In determining whether the Holders Such notice of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned revocation shall be delivered by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior Trustee and to the redemption date).
(e) Holders. Except pursuant to the preceding paragraphsas aforesaid, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 3.09 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date 3.07 of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to May 15, 2024the applicable Par Call Date, the Issuer Issuers may on any one redeem all or more occasions redeem up to 40% part of the aggregate principal amount Notes of Notes (calculated a Series, after giving effect to having sent a notice of redemption as described in Section 3.03 of the issuance of any Additional Notes) issued under this Indenture Original Indenture, at a redemption price equal to 104.750the greater of (i) 100% of the principal amount of Notes redeemedbeing redeemed and (ii) the sum of the present value at such redemption date of all remaining scheduled payments of principal and interest on such Notes through the applicable Par Call Date, excluding accrued but unpaid interest to the redemption date, discounted to the date of redemption using a discount rate equal to (A) the Treasury Rate plus 25 basis points, in the case of the 2029 Notes, and (B) the Treasury Rate plus 25 basis points, in the case of the 2034 Notes, plus, in each case, accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the date of redemption (date, subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity OfferingDate.
(b) At On or after the applicable Par Call Date, the Notes of a Series may be redeemed at the Issuers’ option, at any time prior in whole or from time to May 15time in part, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (to, but not including) , the redemption date (date, subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Seventh Supplemental Indenture (AerCap Holdings N.V.)
Optional Redemption. (a) At any time prior to May 15The Issuer may, 2024at its option, the Issuer may on any one redeem all or more occasions redeem up to 40% part of the aggregate principal amount of Notes (calculated after giving effect to the issuance of at any Additional Notes) issued under this Indenture time, at a redemption price equal to 104.750101% of the principal amount of the Notes to be redeemed, together with all accrued and unpaid interest on the Notes since the most recent Interest Payment Date to, but not including, the redemption date.
(b) The Issuer is entitled to redeem the Notes, at its option, at any time in whole but not in part, upon not less than 30 nor more than 60 days' notice, at 101% of the principal amount thereof, plus accrued and unpaid interest, interest (if any, on the Notes redeemed, ) to (but not includingexcluding) the date of redemption (subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date), in the event the Issuer has become or would become obligated to pay, on or prior the next date on which any amount would be payable with respect to the redemption date)Notes or a Guarantee, with the cash proceeds of as applicable, any Equity Offering; provided thatAdditional Amounts as a result of:
(1i) at least a change in or an amendment to the lesser laws or treaties (including any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction; or
(aii) 50% any change in or amendment to any official position or introduction of an official position of a taxing authority in any Relevant Taxing Jurisdiction regarding the application, administration or interpretation of such laws, treaties, rulings or regulations (including a holding by a court of competent jurisdiction) (each of the aggregate principal amount foregoing clauses (i) and (ii), a "Change in Tax Law"), which Change in Tax Law is announced or becomes effective on or after the Issue Date or, in the event of a change in Relevant Taxing Jurisdiction as a result of a transaction pursuant to Section 6.1, on or after the date of such transaction. Before the Issuer publishes or mails notice of redemption of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of as described above, the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except Issuer will deliver to the extent otherwise repurchased Trustee an Officers' Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it. The Issuer will also deliver an opinion of independent legal counsel reasonably acceptable to the Trustee stating that the Issuer has or redeemed will become obligated to pay Additional Amounts as a result of a Change in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity OfferingTax Law.
(bc) At any time prior If the redemption date pursuant to May 15, 2024this Section 3.6 is on or after a Record Date and on or before the related Interest Payment Date, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemedprincipal, plus the Applicable Premium as of the date of the redemption notice, premium and 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 the such Record Date, and no additional principal, premium or interest will be payable to Holders whose Notes redeemed, to (but not including) the date of redemption, will be subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 3.6 shall be made pursuant to the provisions of Sections 3.01 3.1 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)3.5.
(he) The Issuer or its Affiliates may acquire Notes at any time and from time to time purchase Notes. Any such purchases may be made through by means other than a redemption, whether by tender offer, open market or privately purchases, negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon in accordance with Applicable Securities Laws, so long as such acquisition does not otherwise violate the terms of this Indenture.
(f) Any redemption pursuant to this Section 3.6 shall be for an aggregate principal amount of Notes of not less than $1.0 million and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedin increments of not less than $100,000 aggregate principal amount of Notes.
Appears in 1 contract
Sources: Senior Unsecured Notes Indenture
Optional Redemption. (a) At any time prior to May 15June 1, 20242022, the Issuer Issuers may on any one redeem the Notes in whole or in part, at their option, upon not less than 30 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750100% of the principal amount of such Notes redeemedredeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of Holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) At any time and from time to time prior to June 1, 2020, the Issuers may redeem Notes with the net cash proceeds received by the Issuers from any Equity Offering at a redemption price equal to 104.75% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 35% of the original aggregate principal amount of the Notes (including any Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Companies or any of their Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.01 through 5.06 of the Indenture.
(c) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such redemption.
(d) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Issuers’ option prior to June 1, 2022.
(e) At any time and from time to time on or after June 1, 2022, the Issuers may redeem the Notes in whole or in part, at their option, upon not less than 30 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May 15 June 1 of the years year indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 2022 102.375 % 2023 101.583 % 2024 100.792 % 2025 101.188 % 2026 and thereafter 100.000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this paragraph 6 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To provisions of Sections 5.01 through 5.06 of the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedIndenture.
Appears in 1 contract
Sources: Indenture (Yum Brands Inc)
Optional Redemption. (a) At any time prior to May 15October 1, 20242016, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to but excluding the Notes redeemed, to applicable redemption date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any timePrior to October 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2016, the Issuer is entitled, on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plusoccasions, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10335% of the aggregate principal amount of the Notes issued under this Indenture (including issuance of Additional Notes, if any) at a redemption price equal to 106.875% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the applicable redemption date (the “Redemption Date”) (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such redemption date as provided in Section 3.07(g)) using the net cash proceeds of one or more Equity Offerings; provided that (1) at least 65% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer); and (2) such redemption occurs prior to 90 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May 15October 1, 20242016.
(fd) On or and after May 15October 1, 20242016, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) excluding the applicable date of redemptionredemption date, if redeemed during the 12-twelve month period beginning on May 15 October 1 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the such redemption date: 2024 102.375 date as provided in Section 3.07(g)): 2016 105.156 % 2025 101.188 2017 103.438 % 2026 2018 101.719 % 2019 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In 3.06.
(f) Any redemption notice in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption 3.07 may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, including the related notice occurrence of redemption shall state that, in the Issuer’s discretion, a Change of Control or completion of an Equity Offering.
(g) If the redemption date may be delayed until such time as is on or after a Record Date and on or before the related Interest Payment Date, any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur accrued and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice unpaid interest to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent but excluding such redemption date occurs shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and as such date may no additional interest shall be extended or delayed). Unless the Issuer defaults in the payment of the payable to Holders whose Notes shall be subject to redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Howard Hughes Corp)
Optional Redemption. (a) At any time prior to May January 15, 20242029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750106.250% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including calculated after giving effect to the issuance of any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of issued under the Notes (including any Additional Notes) Indenture remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this the Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May January 15, 20242029, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May January 15, 20242029.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time prior to May April 15, 20242027, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedin whole or in part, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date)at its option, with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption, subject to redemption (the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date“Redemption Date”).
(cb) At any timetime and from time to time prior to April 15, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2027, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notesmay, at its option, any time and from time to time time, redeem an aggregate principal amount of Notes not to exceed the amount of the net cash proceeds received by the Issuer from one or more Equity Offerings or a capital contribution to the Issuer made with the net cash proceeds of one or more Equity Offerings (including any Additional Notes issued after the Issue Date), at a redemption price equal to 103107.250% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, to (but not including) the redemption date (Redemption Date, subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to or on the Redemption Date; provided that the amount redeemed shall not exceed 40.0% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes); (2) at least the lesser of (x) 50.0% of the aggregate principal amount of the Notes originally issued under the Indenture on the Issue Date and (y) $200.0 million aggregate principal amount of the Notes remains outstanding immediately after the occurrence of each such redemption date(unless, in either case, all Notes are redeemed or repurchased or to be redeemed or repurchased substantially concurrently); and (3) each such redemption occurs within 270 days of the date of closing of the applicable Equity Offering. The Trustee shall select the Notes to be redeemed in the manner described under Sections 5.1 through 5.6.
(ec) Except pursuant to the preceding paragraphsclauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to May April 15, 20242027.
(fd) On or At any time and from time to time on and after May April 15, 20242027, the Issuer may on any one redeem the Notes in whole or more occasions redeem all or in part, at its option, at a portion redemption price equal to the percentage of principal amount of the Notes at the redemption prices (expressed as percentages of principal amount) redeemed set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May April 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 Year Percentage 2027 103.625 % 2025 101.188 2028 101.813 % 2026 and thereafter 2029 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Sections 3.01 through 3.06 hereof. In foregoing, in connection with any redemption tender offer, Change of Control Offer, Asset Disposition Offer or Advance Offer for the Notes, if Holders of not less than 90% in aggregate principal amount of outstanding Notes made pursuant to this Section 3.07, any validly tender and do not validly withdraw such redemption may, at Notes in such offer and the Issuer’s discretion, be performed or any third party making such offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedentHolders, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may third party will have the right upon not occur and less than 10 days’ prior notice nor more than 60 days’ prior notice, given not more than 60 days following such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption purchase date, or by to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the redemption date so delayed price offered to each other Holder in such offer (which may exceed 60 days from be less than par) plus, to the extent not included in the offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date redemption
(to the extent such redemption date occurs and as such date may be extended or delayed). f) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable Redemption Date.
(g) Any redemption date (whether or not a Business Day)pursuant to this Section 5.7 shall be made pursuant to the provisions of Sections 5.1 through 5.6.
(h) The Issuer If the Redemption Date is after the relevant record date to receive interest due and on or its Affiliates may before the related interest payment date, the accrued and unpaid interest will be paid to the Person in whose name the Note is registered at any time the close of business on such record date, and from time no additional interest will be payable to time purchase Notes. Any such purchases may Holders whose Notes will be made through open market or privately negotiated transactions with third parties or pursuant subject to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired redemption by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Surgery Partners, Inc.)
Optional Redemption. (a) At any time prior to May 15December 18, 20242026, the Issuer Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes treated as the same class as the Initial Notes) issued under this the Indenture at a redemption price equal to 104.750107.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with an amount not to exceed the net cash proceeds of any an Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of Notes issued under the Notes Indenture (including any Additional Notes treated as the same class as the Initial Notes, but excluding Notes held by the Company or any of its Subsidiaries) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains remain outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redemption, unless all such Notes are redeemed in accordance with the terms of this Indenture)substantially concurrently; and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15December 18, 20242026, the Issuer Company may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to (but not including) the date of redemption, redemption (subject to the rights right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date).
(c) At any timetime prior to December 18, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2027, the Issuer Company may on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may occasions redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, Notes issued under this Indenture (including any Additional Notes, at its option, from time to time ) during any 12-month period at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (to, but not including) excluding, the date of redemption date (subject to the right of holders Holders of Notes on the a relevant record date to receive interest due on the relevant interest payment date falling an Interest Payment Date occurring on or prior to the redemption date).
(ed) Except pursuant to the preceding paragraphsclauses (a), (b), (c) and (h) of this Section 5, the Notes will not be redeemable at the IssuerCompany’s option prior to May 15December 18, 20242026.
(fe) On or after May 15December 18, 20242026, the Issuer Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to (but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 December 18 of the years indicated below, below (subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 ): 2026 103.875 % 2025 101.188 2027 101.938 % 2026 2028 and thereafter 100.000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant (including with an amount not to this Section 3.07exceed the net cash proceeds of an Equity Offering), any such redemption may, at the IssuerCompany’s discretion, be performed by another Person given prior to the completion of a transaction and be subject to one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the IssuerCompany’s discretion, the redemption date may be delayed until such time (including more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuer Company in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer Company in its sole discretion) by the redemption date, or by the redemption date so delayed delayed. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
(which may exceed g) If the optional redemption date is on or after a record date and on or before the corresponding Interest Payment Date, the accrued and unpaid interest to, but excluding, the redemption date will be paid on the redemption date to the Holder in whose name the Note is registered at the close of business on such record date in accordance with the applicable procedures of DTC, and no additional interest will be payable to Holders whose Notes will be subject to redemption by the Company.
(h) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the Company, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days from following such purchase date, to redeem all (but not less than all) Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of such redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption notice in such casedate). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to In determining whether the Holders of at least 90% of the Notes. aggregate principal amount of the outstanding Notes called have validly tendered and not validly withdrawn such Notes in a tender offer, including a Change of Control Offer or Asset Sale Offer, Notes owned by the Company or its Affiliates or by funds controlled or managed by any Affiliate of the Company, or any successors thereof, shall be deemed to be outstanding for redemption become due on the applicable redemption date purposes of such tender offer.
(to the extent such redemption date occurs and as such date may be extended or delayed). i) Unless the Issuer Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on and after the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (DIEBOLD NIXDORF, Inc)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer The Company may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture (including the amount of PIK Notes, if any, applied as provided under Section 4.21 of the Indenture) at a redemption price equal to 104.750of 105.625% of the principal amount of Notes redeemedthereof, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes (held by the Company and its Subsidiaries but including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal the amount of PIK Notes, if any, applied as provided under Section 4.21 of the Notes (including any Additional NotesIndenture) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2) the redemption occurs within 180 90 days of the date of the closing of such Equity Offering.
(b) At any time on or prior to May March 15, 20242011, the Issuer Company may on any one or redeem the Notes, in whole but not in part, upon not less than 30 nor more occasions redeem all or a portion of the Notes than 60 days' prior notice, at a redemption price equal to 100of 122.50% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on interest to the Notes redeemed, to (but not including) the date of redemptionredemption date, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or date; provided, however, that if prior to the redemption date).
(e) Except date of such redemption, the Payment in Kind has been made pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion Section 4.21 of the Notes at Indenture, then the redemption prices (expressed as percentages price will be 111.25% of the principal amount) set forth below, plus accrued and unpaid interest, if any, on interest to the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring the relevant interest payment date.
(c) At any time after March 15, 2011, the Company may redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days' prior notice, at a redemption price equal to the Make-Whole Price, subject to the rights of Holders of Notes on or prior the relevant record date to receive interest due on the relevant interest payment date. The notice of redemption with respect to the redemption date: 2024 102.375 % 2025 101.188 % 2026 described in this Section 5(c) need not set forth the Make-Whole Price but only the manner of calculation thereof. The Company will notify the Trustee of the Make-Whole Price with respect to any redemption promptly after the calculation and thereafter 100.000 %the Trustee shall not be responsible for such calculation.
(gd) Any redemption pursuant to this Section 3.07 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May July 15, 20242026, the Issuer may on any one redeem the Notes in whole or in part, at its option, upon not less than 10 nor more occasions redeem up than 60 days’ prior notice, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on expressed as a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% percentage of the principal amount of the Notes to be redeemed, ) equal to 100.000% plus the relevant Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on to but excluding, the Notes redeemed, to (but not including) the date of redemptionRedemption Date, subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date.
(cb) At any timetime and from time to time prior to July 15, 2026, the Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in connection with any offer to purchase the Notes (including pursuant Register, redeem up to a Change 40.0% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in the original aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, issued under this Indenture on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any (together with Additional Notes, at its option, from time to time ) at a redemption price equal to 103% (expressed as a percentage of the aggregate principal amount of the Notes to be redeemed) equal to 110.000%, plus accrued and unpaid interest, if any, to (but not including) excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided that not less than 60.0% of the original aggregate principal amount of then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (excluding Additional Notes and Notes held by the Issuer or its Affiliates) unless all such Notes are redeemed substantially concurrently; provided further that each such redemption occurs within 120 days of the date falling of the closing of such Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6.
(c) At any time and from time to time on or prior to July 15, 2026 but not more than once during each consecutive twelve-month period, the Issuer may redeem up to 10.000% of the then outstanding aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) during each such twelve-month period, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 103.000% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date).
(ed) Except pursuant to the preceding paragraphsclauses (a), (b), (c) and (f) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to May July 15, 20242026.
(fe) On At any time and from time to time on or after May July 15, 20242026, the Issuer may on any one redeem the Notes, in whole or in part, upon not less than 10 nor more occasions redeem all or than 60 days’ prior notice, with a portion copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on July 15 of each of the years indicated in the table below: 2026 105.000 % 2027 102.500 % 2028 and thereafter 100.000 %
(f) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Sale Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuer, or any other Person making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Person shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price in cash equal to the price offered to each Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on the Notes redeemedthereon, to (but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Redemption Date.
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).Redemption Date.
(h) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this Section 5.7 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedprovisions of Sections 5.1 through 5.6.
Appears in 1 contract
Sources: Indenture (CPI Card Group Inc.)
Optional Redemption. (a) At any time prior to May April 15, 20242015, the Issuer may on any one redeem the Notes in whole or in part, at their option, upon not less than 30 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750100% of the principal amount of such Notes redeemedredeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to but excluding the date of redemption (the “Redemption Date”), subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) At any time and from time to time prior to April 15, 2015, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.250% plus accrued and unpaid interest to the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.
(c) In addition, on or within ninety (90) days of the Escrow Release Date, the Issuer may redeem an amount of the Notes equal to the aggregate principal amount of the Non-refinanced Notes that remain outstanding on the Escrow Release Date less the aggregate principal amount of any reduction to the commitments under the Credit Agreement as a result of any Non-refinanced Notes that remain outstanding on the Escrow Release Date pursuant to the terms of the debt financing commitments, upon not less than thirty (30) nor more than sixty (60) days’ prior notice at a redemption price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest from the Issue Date of the Notes up to, but not including, the date of such redemption.
(d) Except pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2015.
(e) At any time and from time to time on or after April 15, 2015, the Issuer may redeem the Notes in whole or in part, upon not less than 30 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May April 15 of the years year indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2015 102.1250 % 2025 101.188 2016 101.0625 % 2026 2017 and thereafter 100.000 100.0000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this paragraph 6 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To provisions of Sections 5.1 through 5.6 of the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedIndenture.
Appears in 1 contract
Sources: Indenture (Heinz H J Co)
Optional Redemption. (a) At any time Except as set forth in clause (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May March 15, 20242022. On or after such date, the Issuer may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount Notes upon not less than 10 nor more than 60 days’ notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes (calculated after giving effect to the issuance or a satisfaction and discharge of any Additional Notes) issued under this Indenture Indenture), at a redemption price equal to 104.750100% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (to, but not including) , the applicable redemption date of redemption (subject to the right of Holders of Notes of record on a the relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption date).
(b) In addition, at any time on or prior to March 15, 2022, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.00% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date that is on or prior to the redemption date), with the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1i) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional NotesIssuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the redemption occurs within 180 120 days of the date of the closing of such Equity Offering.
(bc) At any time on or prior to May March 15, 20242022, the Issuer Notes may on any one be redeemed, in whole or in part at the option of the Issuer, upon not less than 10 nor more occasions redeem all or than 60 days’ prior notice (except that redemption notices may be provided more than 60 days prior to a portion redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), mailed by first-class mail to each holder’s registered address or, if the Notes are held through the Depositary, through the Applicable Procedures, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, to be redeemed plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, then in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedeffect, plus accrued and unpaid interest, if any, to (to, but not including) , the date of the redemption date (subject to the right of holders Holders of Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date falling Interest Payment Date that is on or prior to the redemption date) (the “Make-Whole Redemption Date”).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(hd) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through acquire Notes by means other than redemption, whether by tender offer, open market or privately purchases, negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon in accordance with applicable securities laws, so long as such acquisitions do not otherwise violate the terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedof this Indenture.
Appears in 1 contract
Sources: Indenture (GameStop Corp.)
Optional Redemption. (a) At any time prior to May February 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture the Indenture, upon giving not less than 10 nor more than 60 days’ (except as otherwise set forth in the Indenture), at a redemption price equal to 104.750106.750% of the principal amount of Notes redeemed, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to (but not including) including the date of redemption (subject to the right rights of Holders holders of Notes on a the relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date), with an amount equal to the net cash proceeds of any an Equity Offering; provided that:
(1) at least the lesser of (a) 5055% of the aggregate principal amount of the Notes originally issued under the Indenture (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of excluding Notes held by the Notes (including any Additional NotesParent Guarantor and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise that all remaining outstanding Notes are substantially concurrently repurchased or redeemed in full, or are to be repurchased or redeemed in full and for which a notice of repurchase or redemption has been issued, in accordance with another provision of the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May February 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon giving not less than 10 nor more than 60 days’ notice (except as otherwise set forth in the Indenture), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium (as of calculated by the date of the redemption noticeIssuer) as of, and accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to (but not including) including the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount holders of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(ec) Except pursuant to the preceding two paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May February 15, 2024.
(fd) On or after May February 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon not less than 15 nor more than 60 days’ notice (except as otherwise set forth in the Indenture), at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest and Additional Amounts, if any, on the Notes redeemed, to (to, but not including) including the applicable date of redemption, if redeemed during the 12twelve-month period beginning on May February 15 of the years indicated below, subject to the rights of Holders holders of Notes on a the relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date: 2024 102.375 103.375 % 2025 101.188 101.688 % 2026 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(hf) The Issuer or its Affiliates may at any time Any redemption and from time notice may, in the Issuer’s discretion, be subject to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to the satisfaction of one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedconditions precedent.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15, 20242015, the Issuer Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture the Indenture, but in an amount not greater than the net cash proceeds of an Equity Offering by the Partnership, upon notice as provided in the Indenture, at a redemption price equal to 104.750% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with the cash proceeds of any Equity Offering; provided that:
(1A) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of held by the Notes (including any Additional NotesPartnership and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2B) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 20242015, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.
(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May 15, 20242015.
(fe) On or and after May 15, 20242015, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to of the redemption dateyears indicated below: 2024 102.375 Year Percentage 2015 % 2025 101.188 2016 % 2026 2017 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time, or from time to time, prior to May 15March 1, 20242025 (the “Par Call Date”), the Issuer may on any one or more occasions Company may, at its option, redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedin whole or in part upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount each Holder of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing address of such Equity Offering.
(b) At any time prior Holder appearing in the Note Register, in each case with a copy to May 15the Trustee, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of Premium, plus accrued and unpaid interest to, but excluding, the date of redemption (the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to “Redemption Date”) (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date falling on or prior to the redemption dateapplicable Redemption Date).
(e) Except pursuant . At any time on or after the Par Call Date, the Company may, at its option, redeem the Notes in whole or in part upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first class mail, postage prepaid, to each Holder to the preceding paragraphsaddress of such Holder appearing in the Note Register, in each case with a copy to the Notes will not be redeemable Trustee, at a redemption price equal to 100% of the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion aggregate principal amount of the Notes at the redemption prices (expressed as percentages of principal amount) set forth belowto be redeemed, plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, Redemption Date (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedentapplicable Redemption Date. In addition, if prior to June 1, 2022, the Company may on one or more occasions, at its option, upon not less than 10 nor more than 60 days’ prior notice delivered electronically to each Holder or mailed by first-class mail, postage prepaid, to each Holder to the address of such Holder appearing in the Note Register, in each case with a copy to the Trustee, redeem up to 40% of the aggregate principal amount of Notes (including Additional Notes) issued under this Indenture at a redemption is price equal to 107.375% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but excluding, the applicable Redemption Date (subject to satisfaction the rights of Holders on the relevant Record Date to receive interest due on the relevant interest payment date falling on or prior to the applicable Redemption Date), with the net cash proceeds of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date Equity Offerings of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders Company or any direct or indirect parent of the Notes. Notes called for redemption become due on the applicable redemption date (Company to the extent such redemption date occurs and as such date may be extended or delayed). Unless net cash proceeds are contributed to the Issuer defaults in the payment Company; provided that at least 50% of the aggregate principal amount of Notes originally issued under this Indenture remains outstanding immediately after the occurrence of each such redemption; provided, further, that each such redemption price, interest will cease to accrue on occurs within 180 days of the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)of closing of each such Equity Offering.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (NMI Holdings, Inc.)
Optional Redemption. The Notes shall not be subject to any redemption at the option of the Company except as set forth in this paragraph (5).
(a) At The Notes shall be subject to redemption at the option of the Company, in whole or in part, at any time prior time, upon not less than 30 nor more than 60 days' notice mailed to May 15each Holder of Notes to be redeemed at such Holder's address appearing in the applicable Note Register, 2024in amounts of $1,000 or an integral multiple of $1,000, at a Redemption Price equal to the Issuer may on any one or more occasions redeem up to 40greater of (i) 100% of the aggregate their principal amount of Notes or (calculated after giving effect to ii) the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% sum of the present values of the remaining scheduled payments of principal amount and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of Notes redeemedtwelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued and but unpaid interest, if any, on interest (including Special Interest) to but excluding the Notes redeemed, to (but not including) the date of redemption Redemption Date (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption dateRedemption Date).
(cb) At any time, in connection with any offer or from time to purchase the Notes (including pursuant time, prior to a Change of Control OfferApril 1, Alternate Offer or Asset Sale Offer)2004, if Holders of at least 90up to 33 1/3% in aggregate principal amount of the Notes outstanding tender such Notes in such offeroriginally issued under this Sixth Supplemental Indenture shall be redeemable, at the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all option of the remaining Notes Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a price in cash Redemption Price equal to 108.875% of the price offered to each Holder in such prior offerprincipal amount thereof, plus, together with accrued but unpaid interest (including Special Interest) to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the Redemption Date); provided that the notice of redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed with respect to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at is mailed within 30 days following the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date closing of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)corresponding Public Offering.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Allied Waste Industries Inc)
Optional Redemption. (a) At any time prior to May July 15, 20242018, the Issuer may on any one at its option redeem the New Notes, in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemedin part, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the New Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the redemption date (a “Make-Whole Redemption”) calculated by the Issuer. The Issuer will give not less than thirty (30) days’ or more than sixty (60) days’ notice of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption dateany Make-Whole Redemption.
(cb) At any time, in connection with any offer time and from time to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or time prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May July 15, 20242019, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1035% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time New Notes with the Net Cash Proceeds of one or more sales of Common Stock of the Parent Guarantor or the Issuer in an Equity Offering at a redemption price equal to 103of 110.50% of the aggregate principal amount of the Notes redeemedNew Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject an “Equity Claw-Back Redemption”); provided that at least 65% of the aggregate principal amount of the New Notes originally issued on the Original Issue Date remains outstanding after each such redemption and any such redemption takes place within sixty (60) days after the closing of the related Equity Offering.
(c) The Issuer will give not less than thirty (30) days’ nor more than sixty (60) days’ notice of any Equity Claw-Back Redemption. The Trustee will select New Notes for redemption pro rata, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate, all in accordance with the procedures of DTC. A New Note of U.S.$2,000 in principal amount or less shall not be redeemed in part. If any New Note is to be redeemed in part only, the notice of redemption relating to such New Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the right unredeemed portion will be issued upon cancellation of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to original New Note. On and after the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)redemption.
(hd) The Issuer or its Affiliates may at At any time and from time to time purchase on or after July 15, 2018, the Issuer may redeem the New Notes, in whole or in part, at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest to the redemption date if redeemed during the twelve-month period beginning on July 15 of the years indicated below: 2018 105.250 % 2019 102.625 % 2020 and thereafter 100.000 %
(e) A New Note of U.S.$2,000 in principal amount or less shall not be redeemed in part. Any If any New Note is to be redeemed in part only, the notice of redemption relating to such purchases Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion will be issued upon cancellation of the original New Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption. In addition, the Issuer must pay accrued and unpaid interest and Additional Amounts, if any, on the New Notes redeemed.
(f) The Parent Guarantor and its Subsidiaries (including the Issuer) may be made through acquire New Notes by means other than a redemption, whether by tender offer, open market or privately purchases, negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms in accordance with applicable securities laws.
(g) Notice of redemption to each Holder of Notes shall be mailed and at such prices as well as published in accordance with such consideration as the Issuer or any such Affiliates may determine. To provisions set out under Section 3.6 not less than thirty (30) days and not more than sixty (60) days prior to the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedRedemption Date.
Appears in 1 contract
Sources: Indenture (Camposol Holding PLC)
Optional Redemption. (a) At any time prior to May February 15, 20242019, the Issuer Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture the Indenture, with an amount of cash not greater than the net cash proceeds of an Equity Offering by the Company, upon notice as provided in the Indenture, at a redemption price equal to 104.750107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with the cash proceeds of any Equity Offering; provided that:
(1i) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of held by the Notes (including any Additional NotesCompany and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May February 15, 20242019, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.
(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May February 15, 20242019.
(fe) On or and after May February 15, 20242019, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to February 15 of the redemption dateyears indicated below: 2024 102.375 2019 105.250 % 2025 101.188 2020 103.500 % 2026 2021 101.750 % 2022 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: First Supplemental Indenture (Vanguard Natural Resources, LLC)
Optional Redemption. (a) At any time prior and from time to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May April 15, 20242025, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes at a redemption price price, calculated by the Issuer, equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to (but not including) the applicable date of redemption, redemption (subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate).
(cb) At On or after April 15, 2025, the Issuers may redeem the Notes at their option, in whole at any time or in part from time to time, in connection with any offer to purchase at the Notes following redemption prices (including pursuant to expressed as a Change percentage of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offerto be redeemed), the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, plus accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to applicable redemption date (but not including) the date of redemption, subject to the rights of Holders of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring Date), if redeemed during the 12-month period commencing on April 15 of the years set forth in the table below: 97 2025 102.625% 2026 101.313% 2027 and thereafter 100.000% 98
(c) Notwithstanding the foregoing, at any time and from time to time on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May April 15, 20242025, the Issuer Issuers may redeem during each calendar year commencing with in the calendar year in which the Issue Date occurs aggregate up to 1040% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the original aggregate principal amount of the Notes redeemed(calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption price (expressed as a percentage of the principal amount thereof) of 105.250%, plus accrued and unpaid interestinterest to, if anybut excluding, to (but not including) the applicable redemption date (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; provided, further, that such redemption shall occur within 120 days after the date falling on which any such Equity Offering is consummated upon not less than 15 nor more than 60 days’ notice mailed (or prior electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture.
(d) Any redemption date)notice may, at the Issuers’ discretion, be subject to one or more conditions precedent, including completion of an Equity Offering or other corporate transaction.
(e) Except pursuant to the preceding paragraphsclauses (a), (b) and (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May 15, 2024the maturity date of the Notes.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)3.06.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Compass, Inc.)
Optional Redemption. (a) Redemption of the Notes, as permitted by any provision of this Indenture, shall be made in accordance with such provision, Article III of this Indenture and paragraph 5 of the Notes.
(b) At any time prior to May December 15, 20242025, the Issuer Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750Redemption Price of 108.750% of the principal amount of Notes redeemedamount, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024excluding, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on Interest Payment Date), with an amount equal to all or prior to a portion of the net cash proceeds of one or more Equity Offerings; provided that:
(1) at least 60% of the aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company and its Subsidiaries); and
(2) the redemption date)occurs within 120 days of the date of the closing of each such Equity Offering .
(ec) Except pursuant At any time prior to December 15, 2025, the Company may on one or more occasions redeem all or a part of the Notes at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the Redemption Date, subject to the preceding paragraphs, rights of Holders of record of Notes on the Notes will not be redeemable at relevant record date to receive interest due on the Issuer’s option prior to May 15, 2024relevant Interest Payment Date.
(fd) On or after May December 15, 20242025, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes at the redemption prices Redemption Prices (expressed as percentages of principal amountamount of the Notes redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto be redeemed to, to (but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, Redemption Date (subject to the rights of Holders of record of Notes on a the relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to relevant Interest Payment Date), if redeemed during the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment twelve-month period beginning on December 15 of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time years indicated below: -24- 2025 104.375% 2026 102.188% 2027 and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.thereafter 100.000%
Appears in 1 contract
Optional Redemption. (a) At any time prior to May June 15, 2024, the Issuer Issuers may on any one or more occasions redeem up to 4040.0% of the aggregate principal amount of Notes issued under the Indenture (calculated after giving effect to the any issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750of 107.000% of the principal amount of Notes redeemedthereof, plus accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes redeemedRedemption Date, to (but not including) the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or falling prior to or on the redemption date)Redemption Date, with the net cash proceeds of any one or more Equity OfferingOfferings (in the case of an Equity Offering by a direct or indirect parent of the Company to the extent that such cash proceeds are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company); provided that:
(1) at least the lesser of (a) 5060.0% of the aggregate principal amount of Notes issued under the Notes Indenture (including calculated after giving effect to any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount issuance of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to excluding Notes held by the extent otherwise repurchased Issuers or redeemed in accordance with the terms of this Indenturetheir Affiliates); and
(2) the redemption occurs must occur within 180 90 days of the date of the closing of such Equity Offering.
(b) At any time prior to May June 15, 2024, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemedthereof, plus (ii) the Applicable Premium as of the date of the redemption notice, and (iii) accrued and unpaid interestinterest thereon to, if anybut excluding, on the Notes redeemed, to (but not including) the date of redemptionRedemption Date, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to or on the redemption date)Redemption Date.
(ec) Except pursuant to the preceding paragraphsIn addition, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On any time on or after May June 15, 2024, the Issuer Issuers may on any one redeem the Notes, in whole or more occasions redeem all or a portion of the Notes in part, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestinterest thereon, if anyto, but excluding, the Redemption Date, subject to the rights of Holders on the Notes redeemed, relevant record date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date falling prior to or on the Redemption Date, if redeemed during the 12-month period beginning on May June 15 of the years indicated below: Period Redemption Price 2024 103.500% 2025 101.750% 2026 and thereafter 100.000%
(d) At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to an Offer to Purchase), if not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Issuers, or any third party purchasing or acquiring Notes in lieu of the Issuers, all of the Holders will be deemed to have consented to such tender offer or other offer and, accordingly, the Issuers or such third party will have the right, upon notice as described below, to redeem the Notes that remain outstanding following such purchase at the price paid to Holders in such purchase (which may be less than par), plus accrued and unpaid interest, if any, on such Notes to, but excluding, the Redemption Date, subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or falling prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15March 1, 20242023, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to but excluding the Notes redeemed, to applicable Redemption Date (but not including) the date of redemption, subject to the rights of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such Redemption Date). Promptly after the determination thereof, the Issuer shall give the Trustee written notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any timePrior to March 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2023, the Issuer is entitled, on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plusoccasions, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10340% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, if any) at a redemption price equal to 105.000% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the redemption date applicable Redemption Date (subject to the right rights of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such Redemption Date as provided in Section 3.07(g)) using the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer); and (2) such redemption occurs prior to the date which is 180 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May 15March 1, 20242023.
(fd) On or and after May 15March 1, 20242023, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) excluding the applicable date of redemptionRedemption Date, if redeemed during the 12-twelve month period beginning on May 15 March 1 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the redemption date: such Redemption Date as provided in Section 3.07(g)): 2023 102.500 % 2024 102.375 101.667 % 2025 101.188 100.833 % 2026 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of in accordance with Sections 3.01 through 3.06 hereof3.06. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed.
(f) Any notice of redemption in connection with any redemption this Section 3.07 or a purchase of Notes made pursuant to in accordance with this Section 3.07, any such redemption Indenture may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if If such redemption or purchase is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion)satisfied, or such redemption or purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by Redemption Date or the redemption purchase date, or by the redemption Redemption Date or purchase date as so delayed (which delayed, or such notice may exceed 60 days from be rescinded at any time in the date Issuer’s discretion if in the good faith judgment of the redemption notice Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the that payment of the redemption price, interest will cease or purchase price and performance of the Issuer’s obligations with respect to accrue on the Notes such redemption or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)purchase may be performed by another Person.
(hg) The Issuer If the Redemption Date is on or its Affiliates may after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to but excluding such Redemption Date shall be paid to the Person in whose name the Note is registered at any time the close of business on such Record Date, and from time no additional interest shall be payable to time purchase Notes. Any such purchases may Holders whose Notes shall be made through open market or privately negotiated transactions with third parties or pursuant subject to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as redemption by the Issuer or any on such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedRedemption Date.
Appears in 1 contract
Sources: Indenture (Forestar Group Inc.)
Optional Redemption. (a) Except pursuant to the following paragraphs and as set forth in Section 4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option.
(b) At any time prior to May 15October 1, 20242027, the Issuer Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750106.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with an amount of cash not greater than the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1i) at least the lesser of (a) 5060% of the aggregate principal amount of the Notes (including any Additional Notes, if any) then outstanding or originally issued under the Indenture (b) $600.0 million aggregate principal amount of excluding Notes held by the Notes (including any Additional NotesCompany and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(bc) At any time prior to May 15October 1, 20242027, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fd) On or after May 15October 1, 20242027, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 October 1 of the years indicated belowbelow (or thereafter in the case of 2029), subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate: 2024 102.375 2027 103.000 % 2025 101.188 2028 101.500 % 2026 2029 and thereafter 100.000 %
(g) Any % Unless the Company defaults in the payment of the redemption pursuant to this Section 3.07 shall be made pursuant to price, or the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur precedent and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have are not been met by providing notice to satisfied, the Holders of the Notes. Notes called for redemption will become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, payable and interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Chord Energy Corp)
Optional Redemption. (a) At any time and from time to time prior to May October 15, 2024, the Issuer Issuers may on any one redeem the Notes in whole or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture in part, at its option, upon notice as provided in Section 5.3, at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on expressed as a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% percentage of the principal amount of the Notes to be redeemed, ) equal to 100.000% plus the relevant Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemedto but excluding, to (but not including) the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date.
(cb) At any time, in connection with any offer time and from time to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or time prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May October 15, 2024, the Issuer may Issuers may, at their option, and upon notice as provided in Section 5.3, redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1040.0% of the original aggregate principal amount of Notes issued under this Indenture on the Notes, including any Issue Date (together with Additional Notes, at its option, from time to time ) at a redemption price equal to 103% (expressed as a percentage of the aggregate principal amount of the Notes to be redeemed) equal to 104.375%, plus accrued and unpaid interest, if any, to (but not including) excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Company from any Equity Offering; provided that not less than 50.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Issuers or any of the Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided further that each such redemption occurs not later than 180 days after the date falling on or prior of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the redemption date)manner described under Sections 5.1 through 5.6.
(ec) Except pursuant to the preceding paragraphsclauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May October 15, 2024.
(fd) On At any time and from time to time on or after May October 15, 2024, the Issuer Issuers may on any one redeem the Notes, in whole or more occasions redeem all or a portion of the Notes in part, at their option, and upon notice as provided in Section 5.3, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 15 of each of the years indicated in the table below: Year Percentage 2024 102.188% 2025 101.094% 2026 and thereafter 100.000%
(e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchase all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the highest price offered to each other Holder in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on the Notes redeemedthereon, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date redemption.
(to the extent such redemption date occurs and as such date may be extended or delayed). f) Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this Section 5.7 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedprovisions of Sections 5.1 through 5.6.
Appears in 1 contract
Sources: Indenture (Pactiv Evergreen Inc.)
Optional Redemption. (a) At any time Except as set forth in clause (b) or (c) below, the Notes will not be redeemable at the Issuer’s option prior to May March 15, 20242022. On or after such date, the Issuer may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount Notes upon not less than 10 nor more than 60 days’ notice (except that redemption notices may be provided more than 60 days prior to a redemption date if such notice is issued in connection with a defeasance of the Notes (calculated after giving effect to the issuance or a satisfaction and discharge of any Additional Notes) issued under this Indenture Indenture), at a redemption price equal to 104.750100% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (to, but not including, the applicable redemption date (subject to the right of holders of Notes of record on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the redemption date).
(b) In addition, at any time on or prior to March 15, 2022, the Issuer may on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 110.00% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the redemption date of redemption (subject to the right of Holders of Notes record on a the relevant record date Regular Record Date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption date), with the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1i) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under this Indenture (excluding Notes held by the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional NotesIssuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the redemption occurs within 180 120 days of the date of the closing of such Equity Offering.
(bc) At any time on or prior to May March 15, 20242022, the Issuer Notes may on any one be redeemed, in whole or in part at the option of the Issuer, upon not less than 10 nor more occasions redeem all or than 60 days’ prior notice (except that redemption notices may be provided more than 60 days prior to a portion redemption date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture), mailed by first-class mail to each holder’s registered address or, if the Notes are held through the Depositary, through the Applicable Procedures, at a redemption price equal to 100% of the principal amount of the such Notes redeemed, to be redeemed plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, then in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedeffect, plus accrued and unpaid interest, if any, to (to, but not including) , the date of the redemption date (subject to the right of holders Holders of Notes record on the relevant record date Regular Record Date to receive interest due on the relevant interest payment date falling Interest Payment Date that is on or prior to the redemption date) (the “Make-Whole Redemption Date”).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (GameStop Corp.)
Optional Redemption. (a) At any time prior to May November 15, 20242022, the Issuer Issuers may on any one redeem the Notes in whole or in part, at their option, upon not less than 10 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on such Holder appearing in the Notes redeemedRegister, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest (including Additional Amounts, if any), if any, on the Notes redeemedto, to (but not including) excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date.
(b) At any time and from time to time prior to November 15, 2022, the Issuers may redeem Notes with the Net Cash Proceeds received by the Issuer from any Equity Offering at a redemption price equal to 104.375% of the principal amount of such Notes, plus accrued and unpaid interest, if any, (including Additional Amounts, if any) to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional Notes); provided that (1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through 5.6 of the Indenture.
(c) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 10 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date falling of such redemption.
(d) The Issuers may, at their option, redeem the Notes, in whole but not in part, at any time upon not less than 10 days’ nor more than 60 days’ notice to the Holders (which notice shall be given in accordance with Section 5.3 of the Indenture), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise, if the Issuer determines in good faith that the Issuers are, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Issuers cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a payment agent located in another jurisdiction), as a result of:
(1) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture; or
(2) any change in, or amendment to, the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including by virtue of a holding, judgment, or order by a court of competent jurisdiction or change in published practice or revenue guidance), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (each of the foregoing clauses (1) and (2), a “Change in Tax Law”); provided, however, the Issuers may not redeem the Notes under this clause (d) if the Change in Tax Law obliging the Issuers to pay Additional Amounts was (i) officially announced by the Relevant Taxing Jurisdiction’s tax authority or a court (including, for the avoidance of doubt, an announcement by or on behalf of the Minister of Finance (Canada) or any provincial or territorial counterpart) or (ii) validly enacted into law by the Relevant Taxing Jurisdiction, in each case, prior to the redemption date)Issue Date or, in the case of a Relevant Taxing Jurisdiction that did not become a Relevant Taxing Jurisdiction until after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture. This clause (d) shall apply mutatis mutandis to any successor Person, after such successor Person becomes a party to the Indenture, with respect to a Change in Tax Law occurring after the time such successor Person becomes a party to the Indenture.
(e) Except pursuant to the preceding paragraphsclauses (a), (b), (c) and (d) of this paragraph 6, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May November 15, 20242022.
(f) On At any time and from time to time on or after May November 15, 20242022, the Issuer Issuers may on any one or more occasions redeem all or a portion of the Notes in whole or in part, at their option, upon not less than 10 nor more than 60 days’ notice by electronic delivery or by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at a redemption prices (expressed as percentages price equal to the percentage of principal amount) amount set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May November 15 of the years year indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2022 102.188 % 2023 101.094 % 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(h) Any redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Sections 5.1 through 5.6 of the Indenture. The Issuer Issuers are not required to make mandatory redemption or its sinking fund payments with respect to the Notes; provided, however, that under certain circumstances, the Issuers may be required to offer to purchase Notes under Section 3.5 and Section 3.9 of the Indenture. The Issuers, their equity holders, including the Investor, their respective Affiliates and members of management may at any time and from time to time purchase Notes. Any such purchases may be made through Notes in the open market or privately negotiated transactions with third parties or pursuant to one or more market, by tender or exchange offers offer or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Restaurant Brands International Limited Partnership)
Optional Redemption. (a) At any time prior to May June 15, 20242026, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 5035% of the aggregate principal amount of the Notes (including including, without limitation, any Additional Notes) then outstanding issued under the Indenture in an amount not greater than the net cash proceeds of one or (b) $600.0 million aggregate more Equity Offerings by the Issuer, upon notice as provided in the Indenture, at a redemption price equal to 108.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (including any Additional Notessubject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May June 15, 20242026, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.
(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May June 15, 20242026.
(fe) On or and after May June 15, 20242026, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to June 15 of the redemption dateyears indicated below: 2024 102.375 Year Percentage 2026 104.125 % 2025 101.188 2027 102.063 % 2026 2028 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15November 1, 20242023, the Issuer may on any one or more occasions redeem up to 40% of the original aggregate principal amount of Notes (calculated after giving effect to the any issuance of any Additional Notes) issued under this Indenture the Indenture, upon not less than 10 nor more than 60 days’ notice to Holders of Notes (with a copy to the Trustee), at a redemption price equal to 104.750103.875% of the principal amount of the Notes redeemed, plus accrued and but unpaid interest, if any, on to, but excluding, the Notes redeemed, to (but not including) the date of redemption Redemption Date (subject to the right rights of Holders of Notes to be redeemed on or after a relevant record date for the payment of interest to receive interest on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with an amount of cash no greater than the cash proceeds (net of any underwriting discounts and commissions) of all Equity OfferingOfferings by the Issuer since the Issue Date; provided that:
(1) at least the lesser 60% (calculated after giving effect to any issuance of (aAdditional Notes) 50% of the original aggregate principal amount of Notes issued under the Indenture (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of held by the Notes (including any Additional NotesIssuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2) the redemption occurs within 180 120 days of the date of the closing of such Equity Offering.
(b) At any time . In addition, prior to May 15November 1, 20242023, the Issuer may redeem the Notes, in whole or in part, upon not less than 10 nor more than 60 days’ notice to Holders of Notes (with a copy to the Trustee) at a redemption price equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable Make-Whole Redemption Date (subject to the rights of Holders of Notes to be redeemed on or after a record date for the payment of interest to receive interest on the relevant Interest Payment Date), plus the Make-Whole Premium. With respect to any such redemption the Trustee shall have no responsibility for verifying or otherwise for such calculation or calculation of the redemption price. On or after November 1, 2023, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount part of the Notes, including any Additional Notes, at its option, from time upon not less than 10 nor more than 60 days’ notice to time at Holders of Notes (with a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject copy to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption dateTrustee).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and but unpaid interest, if any, on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, Redemption Date (subject to the rights of Holders of Notes to be redeemed on or after a relevant record date for the payment of interest to receive interest on an the relevant Interest Payment Date occurring Date), if redeemed during the twelve-month period beginning on November 1 of the years indicated below: 2023 101.938 % 2024 100.969 % 2025 and thereafter 100.000 % Notwithstanding the foregoing provisions of this paragraph 5, the payment of accrued but unpaid interest in connection with the redemption of Notes is subject to the rights of a Holder of Notes on a record date for the payment of interest whose Notes are to be redeemed on or after such record date but on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant related Interest Payment Date to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any receive interest on such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Interest Payment Date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Ingevity Corp)
Optional Redemption. (a) At any time prior to May 15September 1, 20242028, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to applicable redemption date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any timetime prior to September 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2028, the Issuer is entitled, on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plusoccasions, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10340% of the aggregate principal amount of the Notes issued under this Indenture (including issuance of Additional Notes, if any) at a redemption price equal to 105.875% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the applicable redemption date (the “Redemption Date”) (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such redemption date as provided in Section 3.07(g)) using an amount equal to the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer), unless all other outstanding Notes are repurchased or redeemed substantially concurrently with such redemption; and (2) such redemption occurs prior to 180 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May 15September 1, 20242028.
(fd) On or and after May 15September 1, 20242028, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the applicable date of redemptionredemption date, if redeemed during the 12twelve-month period beginning on May 15 September 1 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the such redemption date: 2024 102.375 date as provided in Section 3.07(g)): 2028 102.938 % 2025 101.188 2029 101.469 % 2026 2030 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In 3.06.
(f) Any redemption notice in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption 3.07 may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, including the related notice occurrence of redemption shall state that, in the Issuer’s discretion, a Change of Control or completion of an Equity Offering.
(g) If the redemption date may be delayed until such time as is on or after a Record Date and on or before the related Interest Payment Date, any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur accrued and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice unpaid interest to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent but excluding such redemption date occurs shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and as such date may no additional interest shall be extended or delayed). Unless the Issuer defaults in the payment of the payable to Holders whose Notes shall be subject to redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May October 15, 20242025, the Issuer Issuers may on any one redeem the Notes in whole or in part, at their option, upon not less than 10 nor more occasions redeem up than 60 days’ prior notice by electronic delivery or by first class mail, postage prepaid, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on such Holder appearing in the Notes redeemedRegister, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the such Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest (including Additional Amounts, if any), if any, on the Notes redeemedto, to (but not including) excluding, the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(eb) Except pursuant At any time and from time to the preceding paragraphstime prior to October 15, 2023, the Issuers may redeem Notes will not be redeemable at with the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, Net Cash Proceeds received by the Issuer may on from any one or more occasions redeem all or Equity Offering at a portion redemption price equal to 104.000% of the Notes at the redemption prices (expressed as percentages principal amount of principal amount) set forth belowsuch Notes, plus accrued and unpaid interest, if any, (including Additional Amounts, if any) to, but excluding, the Redemption Date, in an aggregate principal amount for all such redemptions not to exceed 40% of the aggregate principal amount of the Notes issued under the Indenture on the Notes redeemed, to Issue Date (but together with Additional Notes); provided that (1) in each case the redemption takes place not including) later than 180 days after the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 closing of the years indicated belowrelated Equity Offering, subject and (2) not less than 50% of the aggregate principal amount of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently. The Trustee shall select the Notes to be purchased in the rights manner described under Sections 5.1 through 5.6 of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Indenture.
(gc) Any redemption pursuant to this Section 3.07 shall be made pursuant to Notwithstanding the provisions of Sections 3.01 through 3.06 hereof. In foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or Asset Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making such a tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 10 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, thereon, to, but excluding, the date of Notes made pursuant to this Section 3.07, any such redemption redemption.
(d) The Issuers may, at their option, redeem the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state thatNotes, in the Issuer’s discretionwhole but not in part, the redemption date may be delayed until such at any time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may upon not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed less than 10 days’ nor more than 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing days’ notice to the Holders (which notice shall be given in accordance with Section 5.3 of the Notes. Notes called Indenture), at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the date fixed for redemption (a “Tax Redemption Date”), premium, if any, and all Additional Amounts, if any, then due and which will become due on the applicable redemption date (to the extent such redemption date occurs and Tax Redemption Date as such date may be extended or delayed). Unless the Issuer defaults in the payment a result of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such if the Issuer determines in good faith that the Issuers are, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and at such prices as well as with such consideration as conditions thereof, which the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired Issuers cannot avoid by the Issueruse of reasonable measures available to it (including, such Notes may be canceled and all obligations thereunder terminated.without limitation, making payment through a payment agent located in another jurisdiction), as a result of:
Appears in 1 contract
Sources: Indenture (Restaurant Brands International Limited Partnership)
Optional Redemption. (a) At any time before February 4, 2027 (which is the date that is three months prior to May 15, 2024maturity of the notes (the “Par Call Date”)), the Issuer may on any one or more occasions a Guarantor has the right to redeem up the Notes, in whole or in part and from time to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture time, at a redemption price equal to 104.750the greater of (1) 100% of the principal amount of the Notes redeemed, plus accrued being redeemed and unpaid interest, if any, (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes redeemed, to being redeemed that would be due if the Notes matured on the Par Call Date (but not including) the date inclusive of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior accrued to the redemption date), with discounted to the cash proceeds Redemption Date on a semi-annual basis (assuming a 360-day year consisting of any Equity Offering; provided that:
twelve 30-day months) at the Treasury Rate plus 50 basis points, the case of clause (1) at least only, accrued and unpaid interest on the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each being redeemed to, but excluding, such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) Redemption Date. At any time prior to May 15, 2024on or after the Par Call Date, the Issuer may on any one or more occasions redeem all or a portion of Guarantor has the Notes right to redeem the Notes, in whole or in part and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, interest on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender being redeemed to, but excluding, such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption dateRedemption Date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the The Issuer, any Guarantor or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its their respective Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through repurchase the Notes at any price in the open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise. The Issuer, upon such terms and at such prices as well as with such consideration as the Issuer any Guarantor or any such of their respective Affiliates may determine. To hold or resell the extent Notes are purchased it purchases or otherwise acquired by may surrender them to the Issuer, such Notes may be canceled and all obligations thereunder terminatedTrustee or an Agent for cancellation.
Appears in 1 contract
Sources: Indenture (VM Holding S.A.)
Optional Redemption. (ai) At Except as otherwise provided in subsection (ii), (iii), (iv) or (v) below of this Section 8.2(a), the Company may, at its option, upon revocable notice as provided below, redeem at any time prior all, or from time to May 15time any part, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional including PIK Notes) issued under this Indenture ), at a redemption price equal to 104.750100% of the principal amount of the Notes so redeemed, plus together with (x) interest accrued and unpaid thereon (including applicable default interest, if any, on the Notes redeemed, ) to (but not including) the date of redemption such redemption, and (subject y) with respect to the right of Holders of any Notes on a relevant record date to receive interest on an Interest Payment Date occurring (other than PIK Notes) redeemed on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% fifth anniversary of the aggregate principal amount of Initial Issue Date, the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days Make-Whole Amount as of the date of the closing of such Equity Offeringredemption.
(bii) At any time prior to May 15, 2024Promptly following receipt of the Estimated Closing Payment (as defined in the Redemption Agreement), the Issuer may on any one or Company shall, upon not more occasions than 3 business days irrevocable notice as provided below, redeem all or a portion principal amount of Notes (including PIK Notes) equal to the Notes amount of such Estimated Closing Payment at a redemption price equal to 100% of the principal amount of the Notes so redeemed, plus the Applicable Premium as of the date of the redemption notice, and together with interest accrued and unpaid thereon (including applicable default interest, if any, on the Notes redeemed, ) to (but not including) the date of redemptionsuch redemption (but without any Make-Whole Amount or other premium).
(iii) Promptly following the original issue date of the New First Lien PHH Notes or, subject in the event the New First Lien PHH Notes are issued into escrow, the Escrow Release, the Company shall, upon not more than 3 business days irrevocable notice as provided below, redeem at least a principal amount of Notes (including PIK Notes) equal to the rights net cash proceeds received from any issuance and sale of Holders New First Lien PHH Notes, after paying the discounts and commissions of the initial purchasers less the total amount of such net cash proceeds necessary (and actually used) to redeem the New First Lien Notes on a relevant record date to receive in full (principal amount, plus redemption premium, plus accrued interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103100% of the aggregate principal amount of the Notes so redeemed, plus together with interest accrued and unpaid thereon (including applicable default interest, if any) to the date of such redemption, plus a redemption premium equal to 2.5% of the principal amount of the Notes so redeemed; provided, that if the Company redeems Notes pursuant to clause (but not includingii) above and this clause (iii) on the same date, the redemption date pursuant to clause (subject ii) above shall be deemed to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or occur immediately prior to the redemption datepursuant to this clause (iii).;
(eiv) Except The Company shall, upon not more than 3 business days irrevocable notice as provided below, (A) promptly following the receipt by the Company or any of its subsidiaries of cash proceeds from the consummation of the MAM Transaction (including cash proceeds from MAM and from any debt financing secured by the assets acquired in the MAM Transaction), redeem a principal amount of Notes (including PIK Notes) equal to such cash proceeds, and (B) promptly following receipt of the Estimated Closing Payment (or, at the option of the Company, earlier), redeem a principal amount of Notes (including PIK Notes) equal to $[*] million (or, if greater, the net cash proceeds received by the Company or any of its Subsidiaries from the consummation of the sale of the OLIT 2024-HB2 Notes by Onity Loan Investment Trust 2024-HB2 (“OLIT”) pursuant to the preceding paragraphsthat certain Indenture, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15dated as of September 13, 2024, between OLIT, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee, paying agent, and note registrar), in each case at a redemption price equal to 100% of the Issuer may on any one or more occasions redeem all or a portion principal amount of the Notes at the redemption prices so redeemed, together with interest accrued thereon (expressed as percentages of principal amount) set forth below, plus accrued and unpaid including applicable default interest, if any) to the date of such redemption, plus a redemption premium equal to 2.5% of the principal amount of the Notes so redeemed; provided, that if the Company redeems Notes pursuant to clause (ii) above and this clause (iv) on the Notes redeemedsame date, the redemption pursuant to clause (but not includingii) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject above shall be deemed to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or occur immediately prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption clause (iv); and
(v) The Company may, at its option, at any time prior to December 31, 2024, upon revocable notice as provided below, redeem, at any time or from time to time, up to $50.0 million aggregate principal amount of Notes (including PIK Notes) at a redemption price equal to 100% of the Issuer’s discretionprincipal amount of the Notes so redeemed, be performed by another Person and be subject to one or more conditions precedent. In additiontogether with interest accrued thereon (including applicable default interest, if such redemption is subject any) to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the such redemption, plus a redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice premium equal to the Holders 2.5% of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment principal amount of the redemption priceNotes so redeemed; provided, interest will cease to accrue on that if the Company redeems Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.pursuant
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Onity Group Inc.)
Optional Redemption. (a) At any time and from time to time prior to May 151, 20242027, the Issuer Co-Issuers may on any one or more occasions at their option redeem up to 40% of the aggregate principal amount of the Notes outstanding (which includes Additional Notes, if any), at a redemption price equal to 106.625% of the principal amount thereof on the redemption date, together with accrued and unpaid interest to, but not including such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), with an amount of cash equal to the net cash proceeds of an Equity Offering of the Co-Issuers; provided that:
(i) at least 50% in aggregate principal amount of the Notes originally issued (calculated after giving effect to the any issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of Notes but excluding any Notes held by the principal amount of Notes redeemed, plus accrued Co-Issuers and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notestheir Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redemption, unless all such Notes are redeemed in accordance with the terms of this Indenture)substantially concurrently; and
(2ii) the such redemption occurs within 180 days of no later than the date of the closing of 180th day following such Equity Offering.
(b) At any time prior and from time to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring time on or prior to the redemption date.
(c) At any timeMay 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2027, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may Co-Issuers redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, Notes issued under the Indenture (including any Additional Notes, at its option, from time to time if any) during any twelve-month period commencing on the Issue Date upon providing notice as required under the Indenture at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedthereof, plus accrued and unpaid interestinterest thereon to, but excluding, the redemption date.
(c) At any time and from time to time prior to May 1, 2027, the Co-Issuers may redeem all or any portion of the Notes outstanding (which includes Additional Notes, if any) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, to (together with accrued and unpaid interest to, but not including) the , such redemption date (subject to the right rights of holders Holders of the Notes on the relevant record date to receive payments of interest due on the relevant related interest payment date falling on or prior to the redemption date), plus the Make Whole Amount.
(ed) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s Co-Issuers’ option prior to May 151, 20242027.
(fe) On or after May 151, 20242027, the Issuer may on any one Notes will be subject to redemption at the Co-Issuers’ option, in whole or in part, upon not less than 10 days’ nor more occasions redeem all or a portion of the Notes than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus together with accrued and unpaid interestinterest thereon to, if any, on the Notes redeemed, to (but not including) , the applicable redemption date (subject to the rights of redemptionHolders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on May 15 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2027 103.313 % 2025 101.188 2028 101.656 % 2026 2029 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). % Unless the Issuer defaults Co-Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(hf) The Issuer Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or its Affiliates may at any time Excess Proceeds Offer (each as defined below), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and from time to time purchase Notes. Any do not withdraw such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more Notes in such tender or exchange offers or otherwiseoffer and the Co-Issuers, upon such terms and at such prices as well as with such consideration as the Issuer or any third party making such Affiliates may determine. To a tender offer in lieu of the Co-Issuers, purchase all of the Notes validly tendered and not withdrawn by such holders, the Co-Issuers or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent Notes are purchased or otherwise acquired by not included in the Issuertender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such Notes may be canceled and all obligations thereunder terminatedredemption.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May January 15, 20242029, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of including, without limitation, any Additional Notes) issued under this Indenture Indenture, in an amount not greater than the net cash proceeds of one or more Equity Offerings by the Issuer, upon notice as provided in this Indenture, at a redemption price equal to 104.750107.000% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with the cash proceeds of any Equity Offering; provided that:
that (1) at least the lesser of (a) 5060% of the aggregate principal amount of Notes originally issued on the Issue Date (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of held by the Notes (including any Additional NotesIssuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May January 15, 20242029, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) Except pursuant to the preceding paragraphsSection 3.08(a), (b) or (e), the Notes will not be redeemable at the Issuer’s option prior to May January 15, 20242029.
(fd) On or after May January 15, 20242029, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedredeemed to, to (but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to January 15 of the redemption dateyears indicated below: 2024 102.375 2029 103.500 % 2025 101.188 2030 101.750 % 2026 2031 and thereafter 100.000 %
(ge) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f).
(f) Any redemption pursuant to this Section 3.07 3.08 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)3.06.
(hg) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through Notes in the open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or in each case, without any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedrestriction under this Indenture.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15September 1, 20242022, the Issuer Company may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture , at a redemption price equal to 104.750100% of the principal amount of the Notes redeemedredeemed plus the Applicable Premium as of, plus accrued and unpaid interest, if any, on the Notes redeemed, to the redemption date (but not including) the date of redemption (“Redemption Date”), subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date.
(c) . At any time, in connection with any tender offer or other offer to purchase the any series of Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more less than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have of such series validly tendered tender and do not validly withdrawn withdraw such Notes in an such offer, Notes owned by an Affiliate all of the Issuer or by funds controlled or managed by any Affiliate holders of the Issuer, or any successor thereof, shall such series of Notes will be deemed to be outstanding for have consented to such tender or other offer and accordingly, the purposes Company or any third party purchasing or acquiring the Notes in lieu of the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase, to redeem all Notes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time series that remain outstanding following such purchase at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedprice paid to holders in such purchase, plus accrued and unpaid interest, if any, on such Notes to (but not including) the redemption date Redemption Date (subject to the right of holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the redemption date). At any time and from time to time on or prior to September 1, 2022, the Company may redeem in the aggregate up to 40% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds A1-3|| of one or more Subsequent Equity Offerings (1) by the Company or (2) by any direct or indirect parent of the Company to the extent the net cash proceeds thereof are contributed to the common equity capital of the Company or used to purchase Capital Stock (other than Disqualified Stock) of the Company from it, at a redemption price (expressed as a percentage of principal amount thereof) of 107.375%, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
; provided, however, that (e1) at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) must remain outstanding after each such redemption; and that such redemption shall occur within 180 days after the date on which any such Subsequent Equity Offering is consummated upon not less than ten nor more than 60 days’ notice mailed by first-class mail to each holder of Notes being redeemed and otherwise in accordance with the procedures set forth in the Indenture. Except pursuant to the preceding three precedent paragraphs, the Notes will not be redeemable at the IssuerCompany’s option prior to May 15September 1, 2024.
(f) 2022. On or and after May 15September 1, 20242022, the Issuer may Company may, at its option, on any one or more occasions occasions, redeem all or a portion of the Notes at the redemption prices (expressed as percentages of the aggregate principal amountamount thereof) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemptionRedemption Date, if redeemed during the 12-month period beginning on May 15 September 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2022 103.688% 2023 101.844% 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) 100.000% Any redemption redemptions pursuant to this Section 3.07 clause (5) shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereofthe Indenture. In connection with Notice of any redemption (including with net cash proceeds of Notes made pursuant to this Section 3.07, any such redemption a Subsequent Equity Offering) may, at the IssuerCompany’s discretion, be performed by another Person and be subject to one or more conditions precedent, including, without limitation, the consummation of an incurrence or issuance of debt or equity or a Change of Control. If any Notes are listed on an exchange, and the rules of such exchange so require, the Company will notify the exchange of any such notice of redemption. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in Company will notify the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date exchange of the principal amount of any Notes outstanding following any partial redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Sabre Corp)
Optional Redemption. (a) At any time prior to May April 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750105.500% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 100.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes of such series at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any an Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May April 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders Holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date); provided that in any given calendar year, any amount not utilized pursuant to this paragraph in any calendar year may be carried forward to subsequent calendar years.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May April 15, 2024.
(f) On or after May April 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May April 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 102.750% 2025 101.188 101.375% 2026 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and and/or be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled cancelled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May September 15, 20242020, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture may, at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if anyits option, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as described under Section 3.03 hereof at a redemption price equal to 100the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium calculated as of the date the notice of the redemption notice, and is given plus (iii) accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to (but not including) the date of redemptionRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or Date.
(b) At any time prior to September 15, 2020, the Issuer may, at its option and on one or more occasions, redeem up to 40.0% of the aggregate principal amount of Notes and Additional Notes issued under this Indenture at a redemption dateprice (as calculated by the Issuer) equal to the sum of (i) 108.500% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more Equity Offerings to the extent such net cash proceeds are received by or contributed to the Issuer, plus (ii) accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date; provided, (a) at least 50.0% of the sum of the aggregate principal amount of Notes originally issued under this Indenture on the Issue Date and any Additional Notes issued under this Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering or contribution.
(c) At any time, in In connection with any tender offer or other offer to purchase for all of the Notes (Notes, including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least not less than 90% in of the aggregate principal amount of the then outstanding Notes outstanding validly tender and do not withdraw such Notes in such offertender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such other Personthird party will have the right upon notice, upon notice given not more than 60 days following such purchase pursuant date, to such offer, may redeem all of the remaining Notes that remain outstanding following such purchase at a price in cash equal to the price offered to each other Holder in such prior tender offer or other offer, plus, to the extent not included in the prior tender offer payment, accrued and unpaid interest, if any, on thereon, to, but excluding, the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offerRedemption Date.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsclause (a), (b) or (c) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May September 15, 20242020.
(fe) On or and after May September 15, 20242020, the Issuer may may, at its option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a portion of the Notes occasions, upon notice in accordance with Section 3.03 hereof at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the 12twelve-month period beginning on May September 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2020 104.250 % 2025 101.188 2021 102.125 % 2026 2022 and thereafter 100.000 %
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. .
(g) In connection with addition to any redemption of Notes made pursuant to this Section 3.07, any such the Issuer and its equity holders, including the Investor, its respective Affiliates and members of the Issuer’s management, may from time to time seek to purchase the Issuer’s outstanding debt securities or loans, including the Notes, in privately negotiated or open market transactions, by tender offer or otherwise.
(h) Any notice of redemption made in connection with a related transaction or event (including an Equity Offering, contribution, Change of Control, Asset Sale or other transaction) may, at the Issuer’s discretion, be performed by another Person given prior to the completion or the occurrence thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction including, but not limited to, an Equity Offering, an incurrence of one Indebtedness, a Change of Control or more conditions precedentthe completion or occurrence of any other transaction or event, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates case may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedbe.
Appears in 1 contract
Sources: Indenture (Staples Inc)
Optional Redemption. (a) At any time prior to May 15, 2024[ ], the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (but not including) the applicable date of redemption, redemption (subject to the rights of Holders of Notes on a the relevant record date regular Record Date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption dateapplicable date of redemption).
(cb) At any time, in connection with any offer or from time to purchase time, on or prior to [ ], the Issuers may, at their option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35.0% of the principal amount of all Notes (including pursuant issued at a redemption price equal to a Change [ ]% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, redeemed plus accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, redemption (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date regular Record Date to receive interest due on the relevant interest payment date falling Interest Payment Date that is on or prior to the applicable date of redemption); provided that:
(i) at least 65.0% of the principal amount of all Notes issued under this Indenture remains outstanding immediately after any such redemption; and
(ii) the Issuers make such redemption date)not more than 120 days after the consummation of any such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fc) On or after May 15, 2024[ ], the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-twelve month period beginning on May 15 [ ] of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date regular Record Date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption dateapplicable date of redemption: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 [ ] [ ]%
(gd) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(he) The Issuer or its Affiliates In addition to the Issuers’ rights to redeem Notes pursuant to Sections 3.07(a), (b) and (c) hereof, the Issuers may at any time and from time to time purchase Notes. Any such purchases may be made through open Notes in open-market or privately negotiated transactions with third parties or pursuant to one or more transactions, tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Nationstar Sub1 LLC)
Optional Redemption. (ai) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of The Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (are subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to at the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate option of the Issuer, in whole or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time in part, at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling any time on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsafter March 1, the Notes will not be redeemable 2020 at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices Redemption Prices (expressed as percentages of the principal amountamount to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable redemption date (subject to the right of redemptionHolders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date), if redeemed during the 12-month period beginning on May 15 March 1 of the years indicated below: 2020 102.688 % 2021 101.792 % 2022 100.896 % 2023 and thereafter 100.000 %
(ii) Prior to March 1, 2018, the Issuer may from time to time, with the net cash proceeds of one or more Qualified Equity Offerings, redeem up to 35% of the aggregate principal amount of the then outstanding Notes (including Additional Notes) at a Redemption Price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest thereon, if any, to, but not including, the date of redemption (subject to the rights right of Holders of Notes record on a the relevant regular record date to receive interest due on an Interest Payment Date occurring interest payment date that is on or prior to the redemption date: 2024 102.375 ); provided that at least 65% 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to of the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption principal amount of Notes made pursuant to this Section 3.07, then outstanding (including Additional Notes) remains outstanding immediately after the occurrence of any such redemption may, at (excluding Notes held by the Issuer’s discretion, be performed by another Person Company or its Subsidiaries) and be subject to one or more conditions precedent. In addition, if that any such redemption is subject to satisfaction occurs within 90 days following the closing of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until any such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Qualified Equity Offering.
(hiii) The Issuer or its Affiliates may at At any time and or from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant prior to one or more tender or exchange offers or otherwiseMarch 1, upon such terms and at such prices as well as with such consideration as 2020, the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may also be canceled redeemed in whole or in part, at the Company’s option, at the Redemption Price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and all obligations thereunder terminatedaccrued but unpaid interest, if any, to, but not including, the date of redemption or purchase (subject to the right of Holders of record on the relevant regular record date to receive interest due on an interest payment date that is on or prior to the redemption date).
Appears in 1 contract
Sources: Indenture (Oshkosh Corp)
Optional Redemption. (a) At any time prior to May 15February 1, 20242023, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 5035% of the aggregate principal amount of the Notes (including including, without limitation, any Additional Notes) then outstanding issued under the Indenture in an amount not greater than the net cash proceeds of one or (b) $600.0 million aggregate more Equity Offerings by the Issuer, upon notice as provided in the Indenture, at a redemption price equal to 107.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption (including any Additional Notessubject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15February 1, 20242023, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if anybut excluding, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f) of the Indenture.
(d) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15February 1, 20242023.
(fe) On or and after May 15February 1, 20242023, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated belowredemption date, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to February 1 of the redemption dateyears indicated below: 2023 103.563% 2024 102.375 101.781% 2025 101.188 % 2026 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May on or after March 15, 20242027, the Issuer may redeem on any one or more occasions redeem up to 40% all or a part of the aggregate Notes at the Redemption Prices (expressed as percentages of principal amount of Notes (calculated after giving effect to the issuance of any Additional Notesamount) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, set forth below plus accrued and unpaid interestinterest thereon, including any Additional Amounts, if any, on to, but excluding, the Notes redeemed, to (but not including) the date of redemption applicable Redemption Date (subject to the right of Holders of the Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateRedemption Date), with if redeemed during the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% twelve-month period beginning on March 15 of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.years indicated below: Year Percentage 2027 103.125 % 2028 101.563 % 2029 and thereafter 100.000 %
(b) At any time prior Prior to May March 15, 20242027, the Issuer may on any one or more occasions redeem all or a portion part of the Notes at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, to be redeemed plus the Applicable Premium (as of calculated by the date of the redemption noticeIssuer) as of, and accrued and unpaid interestinterest and Additional Amounts, if any, on to, but excluding, the Notes redeemed, to applicable Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of the Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateRedemption Date).
(c) At any timetime and from time to time prior to March 15, in connection with any offer to purchase 2027, the Issuer may redeem the Notes (including pursuant with the net cash proceeds received by the Issuer from any Equity Offering at a Redemption Price equal to a Change 106.250% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offerNotes, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, plus accrued and unpaid interestinterest and Additional Amounts, if any, on to, but excluding, the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of the Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% Redemption Date), in an aggregate principal amount of the outstanding Notes have validly tendered and for all such redemptions not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103exceed 40% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to issued under this Indenture on the Issue Date (but not includingtogether with Additional Notes); provided that:
(i) in each case the redemption date takes place not later than 180 days after the closing of the related Equity Offering, and
(subject to ii) not less than 60% of the right aggregate principal amount of holders the then-outstanding Notes issued under this Indenture remains outstanding immediately thereafter (including Additional Notes, but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)are redeemed substantially concurrently.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(gd) Any redemption pursuant to this Section 3.07 3.01 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Article Three.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At The Company may, at its option, redeem the Notes on the First Call Date and on any time prior Interest Payment Date thereafter, in whole (up to May 15the then Current Principal Amount) or in part, 2024at par plus accrued and unpaid (and not canceled) interest due on, or with respect to, the Issuer may on Notes and any one or more occasions redeem Additional Interest up to 40% of but excluding the aggregate principal amount of Redemption Date (an “Optional Redemption”).
(b) The Company shall not redeem the Notes pursuant to this Section 2.09 unless (calculated i)(a) the Bank maintains, and after giving effect to the issuance of any Additional Notes) issued under this Indenture at a concurrent redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes and the Back-to-Back Note, shall maintain, each of its capital ratios equal to, or exceeding, the then-applicable capital ratios required by the CNBV in accordance with Section IV, c), 1 of Annex 1-R of the general rules applicable to Mexican banks or any successor regulation, which as of the Issue Date are 10.5% in the case of Total Net Capital (including any Additional Notes) then outstanding capital neto), 8.5% in the case of Tier 1 Capital (capital básico), and 7.0% in the case of Fundamental Capital (capital fundamental), plus the then-applicable Countercyclical Capital Supplement and Systemically Important Bank Capital Supplement, or (b) $600.0 million aggregate principal amount of the Bank issues securities that replace the Back-to-Back Note such that it remains in compliance with the Mexican Capitalization Requirements, and (ii) the Company has obtained the authorization from Banco de México to redeem the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption dateapplicable Redemption Date; provided, however, that if at any time a Conversion Trigger Event shall have occurred, then the Company shall have no obligation to redeem any Notes called for Optional Redemption.
(c) At any timeIn the event of a partial Optional Redemption of the Notes, in connection with any offer to purchase the Notes (including pursuant shall be redeemed from each Holder thereof pro rata according to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount the then Current Principal Amount of the Notes outstanding tender held by the relevant Holder in relation to the then Current Principal Amount of all Notes; provided, however, that Global Notes to be redeemed that are held through DTC shall be selected in accordance with the applicable procedures of DTC. In respect of Notes held by DTC or its nominee, the distribution of the proceeds from such redemption shall be made to DTC or its nominee and disbursed by DTC or its nominee in accordance with the procedures applied by DTC or its nominee. In determining the proration of the Notes to be redeemed, the Company may make such adjustments as may be appropriate in order that only the Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes authorized denominations shall be redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% minimum denominations set forth in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offerthis First Supplemental Indenture.
(d) Prior The Company’s obligation to May 15obtain Banco de México’s authorization to redeem the Notes prior to the applicable Redemption Date, 2024, and the Issuer may redeem during each calendar year commencing with summary of Mexican regulations described in Section 2.09(b) are included herein for information purposes only and shall not grant any rights to the calendar year in which the Issue Date occurs up Holders to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of have the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, even if such redemption authorization is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)obtained.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: First Supplemental Indenture (Santander Mexico Financial Group, S.A.B. De C.V.)
Optional Redemption. (a) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem up to 40% The provisions of Article 13 of the aggregate principal amount of Notes (calculated after giving effect Original Indenture shall apply to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed provided in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity OfferingSection 2.2.
(b) At any time prior to May 15, 2024, the Issuer The Company may on any one or more occasions redeem all or a portion of the Notes at its option:
(i) in whole or in part, at any time and from time to time on and after January 15, 2030, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes redeemed, being redeemed plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interestinterest thereon (including Compound Interest, if any) to, on but excluding, the Redemption Date;
(ii) within 90 days of the occurrence of a Tax Event, in whole but not in part, at a Redemption Price equal to 100% of the principal amount of the Notes redeemedplus accrued and unpaid interest thereon (including Compound Interest, to if any) to, but excluding, the Redemption Date;
(iii) within 90 days of the occurrence of a Regulatory Capital Event, in whole but not includingin part, at a Redemption Price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon (including Compound Interest, if any) to, but excluding, the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.Redemption Date; or
(civ) At any timewithin 90 days of the occurrence of a Rating Agency Event, in connection with any offer whole but not in part, at a Redemption Price equal to purchase 102% of the principal amount of the Notes plus accrued and unpaid interest thereon (including Compound Interest, if any) to, but excluding, the Redemption Date; provided, that no partial redemption pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of Section 2.2(b)(i) shall be effected unless (x) at least 90% in $25,000,000 aggregate principal amount of the Notes outstanding tender such (excluding any Notes in such offer, held by the Issuer Company or such other Person, upon notice given not more than 60 days following such purchase pursuant its affiliates) shall remain Outstanding after giving effect to such offer, may redeem redemption and (y) all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, including deferred interest (and Compound Interest, if any), on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of shall have been paid in full on all Outstanding Notes on a relevant record date to receive interest due on an for all Interest Payment Date Dates occurring on or before the Redemption Date.
(c) Notwithstanding Section 2.2(b), installments of interest on the Notes that are due and payable on Interest Payment Dates falling on or prior to a Redemption Date will be payable on the redemption date. In determining whether Interest Payment Date to the Holders of at least 90% in aggregate principal amount as of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate close of business on the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offerRegular Record Date.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% Notice of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and (which 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 Company)) shall be given not less than 10 days and not more than 60 days prior to the Redemption Date, to each Holder of the Notes to be redeemed. In additionAny notice delivered pursuant to this Section 2.2(d) shall either be mailed to the registered address of each Holder of the Notes or provided by electronic mail or facsimile, if or by such other notice method permitted by the Original Indenture, to the Trustee for transmission to the Depositary or its nominee. If the redemption or notice of redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the IssuerCompany’s discretion, the redemption date Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer Company in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer Company in its sole discretion) by the redemption date, Redemption Date or by the redemption date Redemption Date so delayed delayed.
(which may exceed 60 days from the date of the redemption notice in such case). Such e) The notice of redemption may be extended with respect to any redemption pursuant to Article 13 of the Original Indenture need not set forth the Redemption Price, if such conditions precedent have Redemption Price is not been met by providing notice to ascertainable, but only the Holders manner of calculation thereof, as described above.
(f) The Company shall be responsible for making calculations called for under the Notes, including, but not limited to, determination of the Redemption Price, premium, if any, and any Additional Amounts or other amounts payable on the Notes. Notes called for redemption become due The Company will provide its calculations to the Trustee, and, absent manifest error, the Trustee is entitled to rely conclusively on the applicable redemption date accuracy of the Company’s calculations without independent verification. The Trustee shall have no liability for any calculation or any information used in any calculation. The Company’s actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
(to the extent such redemption date occurs and as such date may be extended or delayed). g) Unless the Issuer Company defaults in the payment of the redemption priceRedemption Price and accrued and unpaid interest, on and after the Redemption Date, interest will cease to accrue on the Notes or portions thereof called for redemption and all rights under the Notes will terminate. No later than 9:00 a.m., New York time, on the applicable redemption date Redemption Date, the Company is required to deposit with a Paying Agent or the Trustee (whether or, if the Company is acting as Paying Agent, set aside, segregate and hold in trust as provided in Section 3.4 of the Original Indenture) an amount of money sufficient to pay the Redemption Price of and accrued and unpaid interest (including Compound Interest, if any) on the Notes to be redeemed on such Redemption Date. If the Company is redeeming less than all the Notes, the Notes to be redeemed shall be selected by lot by DTC, in the case of Notes represented by a Global Certificate, or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the IssuerTrustee by a method the Trustee deems to be fair and appropriate, such in the case of the Notes that are not represented by a Global Certificate. The Trustee shall not be liable for selection made by it under this Section 2.2(g). The Notes may be canceled redeemed in part in multiples equal to not less than $25 and all obligations thereunder terminatedintegral multiples of $25 in excess thereof. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.
Appears in 1 contract
Sources: First Supplemental Indenture (Fidelity National Financial, Inc.)
Optional Redemption. (a) At any time prior to May 15February 1, 20242026, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to applicable redemption date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or time prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15February 1, 2024, the Issuer may is entitled, on any one or more occasions, to redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10340% of the aggregate principal amount of the Notes issued under this Indenture (including issuance of Additional Notes, if any) at a redemption price equal to 104.375% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the applicable redemption date (the “Redemption Date”) (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such redemption date as provided in Section 3.07(g)) using an amount equal to the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer), unless all other outstanding Notes are repurchased or redeemed substantially concurrently with such redemption; and (2) such redemption occurs prior to 180 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May 15February 1, 20242026.
(fd) On or and after May 15February 1, 20242026, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the applicable date of redemptionredemption date, if redeemed during the 12twelve-month period beginning on May 15 February 1 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the such redemption date: 2024 102.375 date as provided in Section 3.07(g)): 2026 102.188 % 2025 101.188 2027 101.458 % 2026 2028 100.729 % 2029 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In 3.06.
(f) Any redemption notice in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption 3.07 may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, including the related notice occurrence of redemption shall state that, in the Issuer’s discretion, a Change of Control or completion of an Equity Offering.
(g) If the redemption date may be delayed until such time as is on or after a Record Date and on or before the related Interest Payment Date, any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur accrued and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice unpaid interest to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent but excluding such redemption date occurs shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and as such date may no additional interest shall be extended or delayed). Unless the Issuer defaults in the payment of the payable to Holders whose Notes shall be subject to redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Howard Hughes Corp)
Optional Redemption. (a) At any time prior to May 15August 1, 20242023, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to applicable redemption date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such redemption date). Promptly after the determination thereof, the Issuer shall give the Trustee notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any timetime prior to August 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2023, the Issuer is entitled, on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plusoccasions, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10340% of the aggregate principal amount of the Notes issued under this Indenture (including issuance of Additional Notes, if any) at a redemption price equal to 105.375% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the applicable redemption date (the “Redemption Date”) (subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such redemption date as provided in Section 3.07(g)) using an amount equal to the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer), unless all other outstanding Notes are repurchased or redeemed substantially concurrently with such redemption; and (2) such redemption occurs prior to 180 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May 15August 1, 20242023.
(fd) On or and after May 15August 1, 20242023, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the applicable date of redemptionredemption date, if redeemed during the 12twelve-month period beginning on May 15 August 1 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the such redemption date: date as provided in Section 3.07(g)): 2023 102.688 % 2024 102.375 101.792 % 2025 101.188 100.896 % 2026 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In 3.06.
(f) Any redemption notice in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption 3.07 may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to the satisfaction of one or more conditions precedent, including the related notice occurrence of redemption shall state that, in the Issuer’s discretion, a Change of Control or completion of an Equity Offering.
(g) If the redemption date may be delayed until such time as is on or after a Record Date and on or before the related Interest Payment Date, any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur accrued and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice unpaid interest to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent but excluding such redemption date occurs shall be paid to the Person in whose name the Note is registered at the close of business on such Record Date, and as such date may no additional interest shall be extended or delayed). Unless the Issuer defaults in the payment of the payable to Holders whose Notes shall be subject to redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Howard Hughes Corp)
Optional Redemption. (a) At any time Prior to November 15, 2028 (the date that is three months prior to May 15, 2024the maturity date) (the “Par Call Date”), the Issuer may on redeem the Notes at its option, in whole or in part, at any one or time and from time to time, upon giving not less than 10 nor more occasions redeem up than 60 days’ notice, at a Redemption Price (expressed as a percentage of principal amount and rounded to 40% three decimal places) equal to the greater of:
(a) the sum of the aggregate present values of the remaining scheduled payments of principal amount of Notes (calculated after giving effect and interest thereon discounted to the issuance Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of any Additional Notestwelve 30-day months) issued under this Indenture at a redemption price equal the Treasury Rate plus 50 basis points less (b) interest accrued to 104.750the Redemption Date, and
(2) 100% of the principal amount of the Notes to be redeemed, plus plus, in either case, accrued and unpaid interestinterest and Additional Amounts, if any, on to, but excluding, the Notes redeemedRedemption Date, to (but not including) the date of redemption (subject to the right rights of Holders of the Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on Date. On or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024Par Call Date, the Issuer may on any one or more occasions redeem all or a portion of the Notes at its option, in whole or in part, at any time and from time to time, upon giving not less than 10 nor more than 60 days’ notice, at a redemption price Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interestinterest and Additional Amounts, if any, on to, but excluding, the Notes redeemed, to (but not including) the date of redemptionRedemption Date, subject to the rights of Holders of the Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate.
(cb) At any timetime and from time to time prior to February 15, 2025, the Issuer may redeem Notes with the net cash proceeds received by the Issuer from any Equity Offering at a Redemption Price equal to 107.750% of the principal amount of such Notes, plus accrued and unpaid interest and Additional Amounts, if any, to, but excluding, the Redemption Date, in connection with any offer an aggregate principal amount for all such redemptions not to purchase exceed 40% of the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes issued under the Indenture on the Issue Date (together with Additional Notes); provided that
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 60% of the aggregate principal amount of the then-outstanding tender such Notes in such offer, issued under the Indenture remains outstanding immediately thereafter (including Additional Notes but excluding Notes held by the Issuer or any of its Restricted Subsidiaries), unless all such other PersonNotes are redeemed substantially concurrently. Notwithstanding the foregoing, upon notice given not more than 60 days following such purchase pursuant to such offerin connection with any tender offer for the Notes, may redeem all including a Change of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interestControl Offer or Asset Sale Offer, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least not less than 90% in aggregate principal amount of the outstanding Notes have validly tendered tender and do not validly withdrawn withdraw such Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of such tender offer and the Issuer, or any successor thereofthird party making such tender offer in lieu of the Issuer, shall be deemed to be outstanding for purchases all of the purposes of Notes validly tendered and not withdrawn by such offer.
(d) Prior to May 15, 2024Holders, the Issuer may or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase date, to redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time all Notes that remain outstanding following such purchase at a redemption price Redemption Price equal to 103% of the aggregate principal amount of price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the Notes redeemedextent not included in the tender offer payment, plus accrued and unpaid interestinterest and Additional Amounts, if any, to (thereon, to, but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsexcluding, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)redemption.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior Prior to May 15January 1, 20242022, the Issuer may Company may, at its option, on any one or more occasions redeem up to 4035% of the original aggregate principal amount of the Notes (calculated after giving effect to the any issuance of any Additional Notes) issued under this Indenture in an amount not to exceed the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 104.750106.000% of the aggregate principal amount of Notes redeemedthereof, plus accrued and unpaid interest, if any, on to the Notes redeemedapplicable redemption date (the “Redemption Date”), to (but not including) the date of redemption (subject to the right of Holders of Notes record on a relevant record date to receive interest on an Interest Payment Record Date occurring on or prior to such Redemption Date to receive interest due on the redemption date), with the cash proceeds of any Equity Offeringfollowing Interest Payment Date; provided that:
(1) at least the lesser of (a) 5065% of the original aggregate principal amount of the Notes (including calculated after giving effect to any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount issuance of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2) the such redemption occurs within 180 90 days of the date of after the closing of such Equity Offering.
(b) At any time prior Prior to May 15January 1, 20242022, the Issuer may on any one Company may, at its option, redeem the Notes, in whole but not in part, upon not less than 30 nor more than 60 days’ prior notice mailed to each Holder or more occasions redeem all or a portion otherwise in accordance with the procedures of the Notes depositary, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, plus the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemedApplicable Premium, plus accrued and unpaid interest, if any, to (but not including) the redemption date (Redemption Date, subject to the right of holders Holders of Notes record on the relevant record date Record Date on or prior to such Redemption Date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)following Interest Payment Date.
(ec) Except pursuant to the preceding paragraphsFrom and after January 1, 2022, the Notes will Company may, at its option, redeem the Notes, in whole or in part, upon not be redeemable at the Issuer’s option prior to May 15less than 30 nor more than 60 days’ notice, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interestinterest on the Notes, if any, to the applicable Redemption Date, (subject to the right of Holders of record on the Notes redeemed, relevant Record Date on or prior to (but not including) such Redemption Date to receive interest due on the applicable date of redemptionfollowing Interest Payment Date), if redeemed during the 12twelve-month period beginning on May 15 January 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2022 103.000 % 2023 102.000 % 2024 102.375 101.000 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Sixth Supplemental Indenture (Covanta Holding Corp)
Optional Redemption. (a) At any time prior to May June 15, 20242023, the Issuer may may, at its option and on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount Notes, upon notice as described under Section 3.03 of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture Indenture, at a redemption price equal to 104.750the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, on the Notes redeemedbeing redeemed to the Redemption Date, to (but not including) the date of redemption (subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on Date. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption date)or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with the cash proceeds of any an Equity Offering; provided that:
(1) at least , the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing completion of such Equity Offering.
(b) At any time prior to May June 15, 20242023, the Issuer may may, at its option and on any one or more occasions occasions, redeem all or a portion up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to 100the sum of (i) 102.875% of the aggregate principal amount of the Notes redeemedthereof, plus the Applicable Premium as of the date of the redemption notice, and (ii) accrued and unpaid interest, if any, on the Notes redeemed, being redeemed to (but not including) the date of redemptionRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date.
Date; provided that (ca) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1050.0% of the aggregate principal amount of Notes originally issued under the Notes, including Indenture on the Issue Date and any Additional NotesNotes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, at its optionfurther, from time to time at a redemption price that an amount equal to 103% of or exceeding the aggregate principal amount of the Notes redeemedapplicable Equity Offering Redemption Amount shall be received by, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject or contributed to the right of holders of Notes on capital of, the relevant record date to receive interest due on the relevant interest payment date falling on Issuer or prior to the redemption date)any Restricted Subsidiary.
(ec) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Issuer’s option prior to May June 15, 20242023.
(fd) On or and after May June 15, 20242023, the Issuer may may, at its option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a portion occasions, upon notice in accordance with Section 3.03 of the Notes Indenture, at the applicable redemption prices price (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the 12twelve-month period beginning on May June 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 84111084_1 2023 101.438% 2024 102.375 100.719% 2025 101.188 % 2026 and thereafter 100.000 100.000%
(ge) Any redemption pursuant to this Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a) At any time prior Prior to May 15(i) in the case of the 2026 Notes, 2024June 19, 2026 (one month before the maturity date of the 2026 Notes) and (ii) in the case of the 2029 Notes, November 19, 2028 (two months before the maturity date of the 2029 Notes (the applicable date with respect to each of the 2026 Notes and the 2029 Notes, the “Applicable Par Call Date”)), the Issuer may on redeem such series of Notes, at its option, in whole or in part, at any one or more occasions redeem up time and from time to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to 104.750the greater of:
(i) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the redemption price) on the Notes to be redeemed that would be due if such Notes matured on the Applicable Par Call Date (exclusive of interest accrued to the date of redemption) discounted to the date of redemption on an annual basis (ACTUAL/ ACTUAL (ICMA)) at the Bund Rate plus 50 basis points in the case of the 2026 Notes and 50 basis points, in the case of the 2029 Notes; and
(ii) 100% of the principal amount of the Notes of such series to be redeemed, plus plus, in either case, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject interest thereon to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the applicable redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024On or after the Applicable Par Call Date, the Issuer may on redeem any one such series of Notes, in whole or more occasions redeem all or a portion of the Notes in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders such series of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, being redeemed plus accrued and unpaid interest, if any, interest thereon to (but not including) the applicable redemption date (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date). The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes of this Section 3.2, absent manifest error. Notices under this Section 3.2 shall be mailed or electronically delivered (or otherwise transmitted in accordance with the Common Depositary’s procedures) at least 10 days but not more than 60 days before the redemption date falling to each Holder of Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price, on or prior to and after the redemption date).
(e) Except pursuant , interest will cease to the preceding paragraphs, accrue on the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024portions thereof called for redemption. Notwithstanding anything in this Section 3.2, the Issuer may on acquire the Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the Indenture. Notice of any one or more occasions redeem all or a portion redemption of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In in connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption a transaction or an event may, at the Issuer’s discretion, be performed by another Person and given prior to the completion or the occurrence thereof. Any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion or occurrence of a related transaction or event. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in At the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion)satisfied, or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date as so delayed (which may exceed 60 days from delayed. The Issuer will provide written notice to the Trustee prior to the close of business two Business Days prior to the redemption date if any such redemption has been rescinded or delayed. Upon Trustee’s receipt of such notice of the delay of such date of redemption or the rescission of such notice of redemption, such date of redemption notice in shall be automatically delayed or such case). Such notice of redemption may shall be extended if such conditions precedent have not been met by providing notice to automatically rescinded, as applicable, and the Holders redemption of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent shall be automatically delayed or rescinded and cancelled, as applicable, as provided in such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)notice.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15, 2024[], the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100100.0% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (but not including) the applicable date of redemption, redemption (subject to the rights of Holders of Notes on a the relevant record date regular Record Date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption dateapplicable date of redemption).
(cb) At any time, in connection with any offer or from time to purchase time, on or prior to [], the Issuers may, at their option, use the net cash proceeds of one or more Equity Offerings to redeem up to 35.0% of the principal amount of all Notes (including pursuant issued at a redemption price equal to a Change []% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, redeemed plus accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, redemption (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date regular Record Date to receive interest due on the relevant interest payment date falling Interest Payment Date that is on or prior to the applicable date of redemption); provided that:
(i) at least 65.0% of the principal amount of all Notes issued under the Indenture remains outstanding immediately after any such redemption; and
(ii) the Issuers makes such redemption date)not more than 120 days after the consummation of any such Equity Offering. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuers’ discretion, be subject to one or more conditions precedent.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fc) On or after May 15, 2024[], the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes Notes, upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-twelve month period beginning on May 15 [] of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date regular Record Date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption dateapplicable date of redemption: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 [ ] [ ]%
(gd) Any redemption pursuant to this Section 3.07 paragraph 5 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date 3.07 of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(he) The Issuer In addition to the Issuers’ rights to redeem Notes pursuant to clause (a), (b) or its Affiliates (c) of this paragraph 5, the Issuers may at any time and from time to time purchase Notes. Any such purchases may be made through open Notes in open-market or privately negotiated transactions with third parties or pursuant to one or more transactions, tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Nationstar Sub1 LLC)
Optional Redemption. (a) At any time Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15the final maturity of such Notes.
(b) The Notes shall be subject to redemption at the option of the Company, 2024in whole or in part, at any time, upon not less than 30 nor more than 60 days' notice mailed to each Holder of Notes to be redeemed at such Holder's address appearing in the Issuer may on any one applicable Note Register, in amounts of $1,000 or more occasions redeem up an integral multiple of $1,000, at a Redemption Price equal to 40the greater of (i) 100% of the aggregate their principal amount of Notes or (calculated after giving effect to ii) the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% sum of the present values of the remaining scheduled payments of principal amount and interest thereon discounted to maturity on a semi-annual basis (assuming a 360-day year consisting of Notes redeemedtwelve 30-day months) at the Treasury Yield plus 50 basis points, plus in each case accrued and but unpaid interest, if any, on interest (including Special Interest) to but excluding the Notes redeemed, to (but not including) the date of redemption Redemption Date (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption dateRedemption Date).
(c) At any time, in connection with any offer or from time to purchase the Notes (including pursuant time, prior to a Change of Control OfferDecember 1, Alternate Offer or Asset Sale Offer)2004, if Holders of at least 90up to 33-1/3% in aggregate principal amount of the Notes outstanding tender such Notes in such offeroriginally issued under the Indenture shall be redeemable, at the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all option of the remaining Notes Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a price in cash Redemption Price equal to 108.500% of the price offered to each Holder in such prior offerprincipal amount thereof, plus, together with accrued but unpaid interest (including Special Interest) to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the Redemption Date); provided that the notice of redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed with respect to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at is mailed within 30 days following the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date closing of the redemption notice in such case)corresponding Public Offering. Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.EXHIBIT A
Appears in 1 contract
Sources: Eighth Supplemental Indenture (Allied Waste Industries Inc)
Optional Redemption. (a) At any time prior to May 15June 1, 2024, the Issuer Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture the Indenture, upon notice as provided in the Indenture, at a redemption price equal to 104.750of 107.125% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the date of redemption date (subject to the right of holders Holders of Notes record on the relevant record date to receive interest due on the relevant interest payment date falling an Interest Payment Date that is on or prior to the redemption date), in an amount not greater than the net cash proceeds of one or more Equity Offerings, provided that:
(A) at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
(B) the redemption occurs within 180 days after the date of the closing of each such Equity Offering.
(eb) Except pursuant Prior to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15June 1, 2024, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes, upon notice as provided in the Indenture, at a redemption price equal to the sum of the principal amount of the Notes redeemed, plus the Make Whole Premium at, plus accrued and unpaid interest, if any, to, the date of redemption, subject to the right of Holders of record on the relevant record date to receive interest due on an Interest Payment Date that is on or prior to the redemption date.
(c) The Issuers may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(h) of the Indenture.
(d) On and after June 1, 2024, the Issuers may on any one or more occasions redeem all or a part of the Notes, upon notice as provided in the Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) be redeemed to the applicable redemption date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, (subject to the rights right of Holders of Notes record on a the relevant record date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on June 1 of the years indicated below: 2024 102.375 103.563% 2025 101.188 101.781% 2026 and thereafter 100.000 ........................................................... 100.000%
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time prior to May 15, 20242026, the Issuer Company may on any one or more occasions at its option redeem up to 40% of the aggregate principal amount of the Notes outstanding (which includes Additional Notes, if any), at a redemption price equal to 107.250% of the principal amount thereof on the redemption date, together with accrued and unpaid interest to, but not including such redemption date (subject to the rights of Holders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), with an amount of cash equal to the net cash proceeds of an Equity Offering of the Company; provided that:
(i) at least 50% in aggregate principal amount of the Notes originally issued (calculated after giving effect to the any issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of Notes but excluding any Notes held by the principal amount of Notes redeemed, plus accrued Company and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notesits Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the such redemption occurs within 180 days of no later than the date of the closing of 180th day following such Equity Offering.
(b) At any time and from time to time prior to May 15, 20242026, the Issuer Company may on any one or more occasions redeem all or a any portion of the Notes outstanding (which includes Additional Notes, if any) at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus the Applicable Premium as of the date of the redemption notice, and together with accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) the , such redemption date of redemption, (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive payments of interest due on the relevant related interest payment date falling on or prior to the redemption date), plus the Make Whole Amount.
(ec) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the IssuerCompany’s option prior to May 15, 20242026.
(fd) On or after May 15, 20242026, the Issuer may on any one Notes will be subject to redemption at the Company’s option, in whole or in part, upon not less than 10 days nor more occasions redeem all or a portion of the Notes than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus together with accrued and unpaid interestinterest thereon to, if any, on the Notes redeemed, to (but not including) , the applicable redemption date (subject to the rights of redemptionHolders of the Notes on the relevant record date to receive payments of interest on the related interest payment date), if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 Year Percentage 2026 103.625 % 2025 101.188 2027 101.813 % 2026 2028 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). % Unless the Issuer Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(he) The Issuer Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer or its Affiliates may at any time Excess Proceeds Offer (each as defined below), if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and from time to time purchase Notes. Any do not withdraw such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more Notes in such tender or exchange offers or otherwiseoffer and the Company, upon such terms and at such prices as well as with such consideration as the Issuer or any third party making such Affiliates may determine. To a tender offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other holder in such tender offer plus, to the extent Notes are purchased or otherwise acquired by not included in the Issuertender offer payment, accrued and unpaid interest, if any, thereon, to, but not including, the date of such Notes may be canceled and all obligations thereunder terminatedredemption.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May April 15, 20242021, the Issuer may is entitled, on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedoccasions, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on to but excluding the Notes redeemed, to applicable Redemption Date (but not including) the date of redemption, subject to the rights of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring as provided in Section 3.07(g) falling on or prior to such Redemption Date). Promptly after the determination thereof, the Issuer shall give the Trustee written notice of the redemption dateprice provided for in this Section 3.07(a), and the Trustee shall not be responsible for such calculation.
(cb) At any timePrior to April 15, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2021, the Issuer is entitled, on any one or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plusoccasions, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 10340% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, if any) at a redemption price equal to 108.000% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest, if any, to (but not including) excluding the redemption date applicable Redemption Date (subject to the right rights of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment date Interest Payment Date falling on or prior to such Redemption Date as provided in Section 3.07(g)) using the net cash proceeds of one or more Equity Offerings; provided that (1) at least 60% of the aggregate principal amount of the Notes issued under this Indenture (including Additional Notes, if any) remains outstanding immediately after the occurrence of any such redemption date(other than Notes held, directly or indirectly, by the Issuer or Affiliates of the Issuer); and (2) such redemption occurs prior to the date which is 180 days after the date of the closing of such Equity Offering.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a) or (b), the Notes will shall not be redeemable at the Issuer’s option prior to May April 15, 20242021.
(fd) On or and after May April 15, 20242021, the Issuer may is entitled, on any one or more occasions occasions, to redeem all or a portion part of the Notes Notes, at the redemption prices (expressed as percentages a percentage of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) excluding the applicable date of redemptionRedemption Date, if redeemed during the 12-twelve month period beginning on May April 15 of each of the years indicated below, below (subject to the rights of Holders of record of Notes on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring falling on or prior to the redemption date: 2024 102.375 such Redemption Date as provided in Section 3.07(g)): 2021 104.000 % 2025 101.188 2022 102.0000 % 2026 2023 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of in accordance with Sections 3.01 through 3.06 hereof3.06. In no event shall the Trustee be responsible for monitoring, or charged with knowledge of, the maximum aggregate amount of the Notes eligible under this Indenture to be redeemed.
(f) Any notice of redemption in connection with any redemption this Section 3.07 or a purchase of Notes made pursuant to in accordance with this Section 3.07, any such redemption Indenture may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if If such redemption or purchase is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption Redemption Date or purchase date may be delayed until such time (including more than 60 days after the date the notice of redemption was sent, including by electronic transmission) as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion)satisfied, or such redemption or purchase may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by Redemption Date or the redemption purchase date, or by the redemption Redemption Date or purchase date as so delayed (which delayed, or such notice may exceed 60 days from be rescinded at any time in the date Issuer’s discretion if in the good faith judgment of the redemption notice Issuer any or all of such conditions will not be satisfied. In addition, the Issuer may provide in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the that payment of the redemption price, interest will cease or purchase price and performance of the Issuer’s obligations with respect to accrue on the Notes such redemption or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)purchase may be performed by another Person.
(hg) The Issuer If the Redemption Date is on or its Affiliates may after a Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest to but excluding such Redemption Date shall be paid to the Person in whose name the Note is registered at any time the close of business on such Record Date, and from time no additional interest shall be payable to time purchase Notes. Any such purchases may Holders whose Notes shall be made through open market or privately negotiated transactions with third parties or pursuant subject to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as redemption by the Issuer or any on such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedRedemption Date.
Appears in 1 contract
Sources: Indenture (Forestar Group Inc.)
Optional Redemption. (a) At any time prior to May July 15, 20242022, the Issuer may may, at its option and on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount Notes, upon notice as described under Section 3.03 of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture Indenture, at a redemption price equal to 104.750the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, on the Notes redeemedbeing redeemed to the Redemption Date, to (but not including) the date of redemption (subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on Date. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption date)or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with the cash proceeds of any an Equity Offering; provided that:
(1) at least , the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing completion of such Equity Offering.
(b) At any time prior to May July 15, 20242022, the Issuer may may, at its option and on any one or more occasions occasions, redeem all or a portion up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to 100the sum of (i) 102.250% of the aggregate principal amount of the Notes redeemedthereof, plus the Applicable Premium as of the date of the redemption notice, and (ii) accrued and unpaid interest, if any, on the Notes redeemed, being redeemed to (but not including) the date of redemptionRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date.
Date; provided that (ca) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1050.0% of the aggregate principal amount of Notes originally issued under the Notes, including Indenture on the Issue Date and any Additional NotesNotes issued under the Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, at its optionfurther, from time to time at a redemption price that an amount equal to 103% of or exceeding the aggregate principal amount of the Notes redeemedapplicable Equity Offering Redemption Amount shall be received by, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject or contributed to the right of holders of Notes on capital of, the relevant record date to receive interest due on the relevant interest payment date falling on Issuer or prior to the redemption date)any Restricted Subsidiary.
(ec) Except pursuant to clause (a), (b) or (e) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Issuer’s option prior to May July 15, 20242022.
(fd) On or and after May July 15, 20242022, the Issuer may may, at its option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a portion occasions, upon notice in accordance with Section 3.03 of the Notes Indenture, at the applicable redemption prices price (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the 12twelve-month period beginning on May July 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2022 101.125 % 2023 100.563 % 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(ge) Any redemption pursuant to this Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Iqvia Holdings Inc.)
Optional Redemption. (a) At any time prior to May April 15, 20242018, the Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750106.250% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, interest (if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior thereon to the redemption date)date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, with the cash proceeds of any Equity Offering; provided that:
however, that (1i) at least the lesser of (a) 5065% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains initially issued under this Indenture remain outstanding immediately after the occurrence of each following such redemption; and (ii) any such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs shall be made within 180 90 days of the date of the closing of any such Equity Offering.
(b) At any time prior to May 15, 2024the Par Call Date, the Issuer may on any one Notes shall be redeemable, in whole or more occasions redeem all or a portion in part, at the option of the Notes Issuer at any time and from time to time at a redemption price equal to the greater of:
(i) 100% of the principal amount of the Notes to be redeemed, plus or
(ii) the Applicable Premium as sum of the present values of the Remaining Scheduled Payments (excluding accrued interest to the redemption date) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the redemption noticeAdjusted Treasury Rate plus 50 basis points, and together with, in each case, accrued and unpaid interest, if any, interest on the principal amount of the Notes redeemed, to (but not including) be redeemed to the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer The redemption price for Notes that are redeemed on or after the Par Call Date will be equal to purchase the Notes (including pursuant to a Change sum of Control Offer, Alternate Offer or Asset Sale Offer), if Holders 100% of at least 90% in aggregate the principal amount of the Notes outstanding tender such Notes to be redeemed, together with, in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer paymentcase, accrued and unpaid interest, if any, interest on the principal amount of the Notes redeemed, to (but not including) be redeemed to the date of redemption, subject to the rights of re- demption.
(d) If Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least not less than 90% in aggregate principal amount of the outstanding Notes have validly tendered tender and do not validly withdrawn withdraw such Notes in an offer, Notes owned by an Affiliate a Change of the Issuer or by funds controlled or managed by any Affiliate of Control Offer and the Issuer, or any successor thereofthird party making a Change of Control Offer in lieu of the Issuer, shall be deemed to be outstanding for purchases all of the purposes of Notes validly tendered and not withdrawn by such offer.
(d) Prior to May 15, 2024Holders, the Issuer may or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem during each calendar year commencing with the calendar year all Notes that remain outstanding following such purchase at a price in which the Issue Date occurs up cash equal to 10101% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, thereof plus accrued and unpaid interestinterest to, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphsex- cluding, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the . The redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 price shall be made pursuant calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to the provisions rely on such calculation. Notice of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07redemption, any such redemption including, without limitation, upon an Equity Offering, may, at the Issuer’s Is- ▇▇▇▇’▇ discretion, be performed by another Person and be subject to one or more conditions precedent, including, but not limited to, completion of a related Equity Offering. In addition, if If such redemption notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions condi- tions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption datedate of redemption, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or so delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture
Optional Redemption. (a) At any time prior to May March 15, 20242020, the Issuer may may, at its option, on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture , upon notice as set forth in Section 3.03 hereof at a redemption price equal to 104.750the sum of (i) 100.0% of the principal amount of Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, on the Notes redeemedbeing redeemed to the Redemption Date, to (but not including) the date of redemption (subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on Date. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption date)or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with the cash proceeds of any an Equity Offering; provided that:
(1) at least , the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing completion of such Equity Offering.
(b) At any time prior to May March 15, 20242020, the Issuer may may, at its option and on any one or more occasions occasions, redeem all or a portion up to 40.0% of the aggregate principal amount of the Notes (including Additional Notes issued after the Issue Date), with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, at a redemption price equal to 100the sum of (i) 103.25% of the aggregate principal amount of the Notes redeemedthereof, plus the Applicable Premium as of the date of the redemption notice, and (ii) accrued and unpaid interest, if any, on the Notes redeemed, being redeemed to (but not including) the date of redemptionRedemption Date, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption date.
Date; provided that (ca) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1050.0% of the aggregate principal amount of Notes originally issued under this Indenture on the Notes, including Issue Date and any Additional NotesNotes issued under this Indenture after the Issue Date (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date of closing of each such Equity Offering; provided, at its optionfurther, from time to time at a redemption price that an amount equal to 103% of or exceeding the aggregate principal amount of the Notes redeemedapplicable Equity Offering Redemption Amount shall be received by, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject or contributed to the right of holders of Notes on capital of, the relevant record date to receive interest due on the relevant interest payment date falling on Issuer or prior to the redemption date)any Restricted Subsidiary.
(ec) Except pursuant to the preceding paragraphsclause (a), (b) or (e) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May March 15, 20242020.
(fd) On or and after May March 15, 20242020, the Issuer may may, at its option, redeem the Notes, in whole or in part, on any one or more occasions redeem all or a portion of the Notes occasions, upon notice in accordance with Section 3.03 hereof at the applicable redemption prices price (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the 12twelve-month period beginning on May March 15 of each of the years indicated below: 2020 101.625 % 2021 100.813 % 2022 and thereafter 100.000 %
(e) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the greater of (i) 100.0% of the principal amount thereof and (ii) the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the redemption date (subject to the rights right of the Holders of Notes record on a the relevant record date to receive interest due on an Interest Payment Date occurring interest payment date that is on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %).
(gf) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. .
(g) In connection with addition to any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and conditions and at such prices as well as with such or other consideration as the Issuer or any such Affiliates Affiliate may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15February 1, 20242022, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 5035% of the aggregate principal amount of the Notes (including including, without limitation, any Additional Notes) then outstanding issued under this Indenture, in an amount not greater than the net cash proceeds of one or (b) $600.0 million aggregate more Equity Offerings by the Issuer, upon notice as provided in this Indenture, at a redemption price equal to 109.250% of the principal amount of the Notes redeemed, plus accrued and unpaid interest to the date of redemption (including any Additional Notessubject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued on the date of this Indenture (excluding Notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15February 1, 20242022, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(ec) Except pursuant to the preceding paragraphsSection 3.07(a), (b) or (e), the Notes will not be redeemable at the Issuer’s option prior to May 15February 1, 20242022.
(fd) On or and after May 15February 1, 20242022, the Issuer may on any one or more occasions redeem all or a portion part of the Notes Notes, upon notice as provided in this Indenture, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemed, redeemed to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date to receive interest on an the relevant Interest Payment Date occurring Date, if redeemed during the twelve-month period beginning on or prior to February 1 of the redemption dateyears indicated below: Year Percentage 2022 106.938 % 2023 104.625 % 2024 102.375 102.313 % 2025 101.188 % 2026 and thereafter 100.000 %
(ge) The Issuer may redeem all (but not a portion of) the Notes when permitted by, and pursuant to the conditions in, Section 4.15(f).
(f) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)3.06.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Range Resources Corp)
Optional Redemption. (a) At any time and from time to time prior to May January 15, 20242016, the Issuer may on any one redeem all or more occasions redeem up to 40% a part of the aggregate principal amount of Notes (calculated after giving effect Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence registered address of each such redemption Holder (except to the extent or electronically transmitted) or otherwise repurchased or redeemed in accordance with the terms procedures of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15DTC, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemed, interest to (but not including) the date of redemption, (subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date Record Date to receive interest due on the relevant interest payment date falling Interest Payment Date).
(b) At any time and from time to time on or prior to January 15, 2015 the Issuer may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the net cash proceeds of one or more Equity Offerings (1) by the Issuer or (2) by any direct or indirect parent of the Issuer, in each case to the extent the net cash proceeds thereof are contributed to the common equity capital of the Issuer or used to purchase Capital Stock (other than Disqualified Stock) of the Issuer from it, at a redemption dateprice (expressed as a percentage of the principal amount thereof) of 109.000%, plus accrued and unpaid interest to the date of redemption (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that at least 50% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remain outstanding after each such redemption; provided, further, that such redemption shall occur within 90 days after the date on which any such Equity Offering is consummated upon not less than 30 nor more than 60 days’ notice mailed (or electronically transmitted) to each Holder of Notes being redeemed and otherwise in accordance with the procedures set forth in this Indenture. Notice of any redemption upon any Equity Offering may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related Equity Offering.
(ec) Except pursuant to the preceding paragraphsclauses (a) or (b) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to May January 15, 20242016.
(fd) On or after May January 15, 20242016, the Issuer may on any one or more occasions redeem all or a portion of the Notes at its option, in whole at any time or in part from time to time, upon notice pursuant to Section 3.03 hereof at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, interest thereon to (but not including) the applicable date of redemption, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the 12-twelve month period beginning on May January 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 Period Redemption price 2016 104.50% 2025 101.188 2017 102.25% 2026 2018 and thereafter 100.000 100.00%
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Domus Holdings Corp)
Optional Redemption. (a) At The Issuer may at its option redeem this Note, in whole or in part, at any time or from time to time, on any date prior to May 15the Stated Maturity, 2024, the Issuer may on any one or more occasions redeem up to 40% upon notice as set forth in Section 4.2 of the aggregate principal amount of Notes (calculated after giving effect Supplemental Indenture, at a Redemption Price equal to the issuance greater of any Additional Notes(1) issued under this Indenture at a redemption price equal to 104.750100% of the principal amount of the Notes redeemedto be redeemed or (2) the sum of the present values of the Remaining Scheduled Payments (as defined in the Supplemental Indenture) of the Notes being redeemed discounted, on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months), using a discount rate equal to the sum of the Treasury Rate (as defined in the Supplemental Indenture) plus 50 basis points, plus in each case accrued and unpaid interestinterest thereon, if any (including Additional Interest, if any), on the Notes redeemedto, to (but not including) , the date of redemption Redemption Date (subject to as defined in the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Supplemental Indenture); provided that if the Redemption Date occurring is on or after October 31, 2024 (three months prior to the redemption dateStated Maturity of the Notes), with the cash proceeds of any Equity Offering; provided that:
(1) at least Redemption Price for the lesser of (a) 50Notes will be equal to 100% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interestinterest thereon, if any (including Additional Interest, if any), to (to, but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at Redemption Date. On and after the Issuer’s option prior to May 15Redemption Date, 2024.
interest (f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestincluding Additional Interest, if any, applicable) shall cease to accrue on the Notes redeemed, to (but not including) the applicable date or portions of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless redemption, unless the Issuer defaults in the payment of the Redemption Price. Notice of redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as given by the Issuer or any such Affiliates may determine. To to the extent Notes are purchased or otherwise acquired by Holders as provided in the Issuer, such Notes may be canceled and all obligations thereunder terminatedSupplemental Indenture.
Appears in 1 contract
Sources: Second Supplemental Senior Indenture (Teva Pharmaceutical Industries LTD)
Optional Redemption. (a) At any time prior to May 15, 2024Except as set forth in clauses (b) and (c) of this Section 1103, the Issuer may shall not have the option to redeem the Notes pursuant to this Section 1103 prior to August 28, 2021. On or after August 28, 2021, on any one or more occasions occasions, the Issuer shall have the option to redeem up to 40% the Notes, in whole or in part at any time, at the redemption prices (expressed as percentages of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed) set forth below, plus accrued and unpaid interest, if any, interest on the Notes redeemedredeemed to, to (but not including) excluding, the applicable redemption date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant an interest payment date falling that is on or prior to the redemption date), if redeemed during the twelve-month period beginning on August 28 of the years indicated below: 2021 104.375% 2022 102.188% 2023 and thereafter 100.000%
(b) Prior to August 28, 2021, the Issuer may redeem on one or more occasions all or part of the Notes at a redemption price equal to the sum of:
(i) the principal amount thereof, plus
(ii) the Make Whole Premium at the redemption date, plus
(iii) accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
(c) The Notes may be redeemed, as a whole, following certain Change of Control Offers pursuant to Section 1007, at the Redemption Price and subject to the conditions set forth in such Section.
(d) If a Redemption Date is after a record date and on or before the next Interest Payment Date, then (i) the Holder of a Note at the close of business on such record date will be entitled, notwithstanding such redemption, to receive, on such Redemption Date, the unpaid interest that would have accrued on such Note to such Redemption Date and (ii) the Redemption Price will not include accrued and unpaid interest on such Note to such Redemption Date.
(e) Except pursuant Notes called for redemption must be delivered to the preceding paragraphs, Paying Agent (in the case of certificated Notes) or the Depositary’s procedures must be complied with (in the case of Global Notes) for the Holder of those Notes will not to be redeemable at entitled to receive the Issuer’s option prior to May 15, 2024Redemption Price.
(f) On or after May 15, 2024Notwithstanding anything to the contrary in this Section 1103, the Issuer may on not redeem any one or more occasions redeem all or a portion Notes if the principal amount of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued has been accelerated and unpaid interest, if any, on the Notes redeemed, to (but such acceleration has not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring been rescinded on or prior to before the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
Redemption Date (g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions including as a result of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, related Redemption Price and any related interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business DayRedemption Date).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time Except as set forth in subparagraph (b) and (c) of this Paragraph 5, the Company shall not have the option to redeem the Notes prior to May 15the final maturity of such Notes.
(b) The Notes will be subject to redemption, 2024, from time to time and at the Issuer may on any one or more occasions redeem up to 40% option of the aggregate principal amount Company, in whole or in part, at any time, upon not less than 10 nor more than 60 days' notice mailed to each Holder of Notes (calculated after giving effect to be redeemed at such Holder's address appearing in the issuance Security Register, in amounts of any Additional Notes) issued under this Indenture $1,000 or an integral multiple of $1,000, at a redemption price equal to 104.750% the greater of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50100% of the aggregate their principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days sum of the date present values of the closing remaining scheduled payments of such Equity Offering.
principal and interest thereon discounted to maturity on a semi-annual basis (bassuming a 360-day year consisting of twelve 30-day months) At any time prior to May 15, 2024, at the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemedTreasury Yield plus 50 basis points, plus in each case accrued but unpaid interest (including Special Interest) to but excluding the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights of Holders of Notes record on a the relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption dateRedemption Date).
(c) At any time, in connection with any offer or from time to purchase the Notes (including pursuant time, prior to a Change of Control OfferApril 15, Alternate Offer or Asset Sale Offer)2007, if Holders of at least 90up to 33 1/3% in aggregate principal amount of the Notes outstanding tender such Notes in such offeroriginally issued under the Indenture shall be redeemable, at the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all option of the remaining Notes Company, from the net proceeds of one or more Public Offerings of Capital Stock (other than Redeemable Interests) of Allied, at a price in cash Redemption Price equal to 106.375% of the price offered to each Holder in such prior offerprincipal amount thereof, plus, together with accrued but unpaid interest to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Regular Record Date to receive interest due on an Interest Payment Date occurring that is on or prior to the Redemption Date); provided that the notice of redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed with respect to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at is mailed within 30 days following the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date closing of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)corresponding Public Offering.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Optional Redemption. (a) At any time prior to May 15December 1, 20242016, the Issuer may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750105.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, interest (if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior thereon to the redemption date)date with an amount equal to the net proceeds received by the Issuer from one or more Equity Offerings; provided, with the cash proceeds of any Equity Offering; provided that:
however, that (1i) at least the lesser of (a) 5065% of the aggregate principal prin- cipal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains initially issued under this Indenture remain outstanding immediately after the occurrence of each following such redemption; and (ii) any such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs shall be made within 180 90 days of the date of the closing of any such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the The Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any timeshall be redeemable, in connection with any offer to purchase whole or in part, at the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate option of the Issuer or by funds controlled or managed by at any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, time and from time to time at a redemption price equal to 103the greater of:
(i) 100% of the aggregate principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to or
(but not includingii) the redemption date sum of the present values of the Remaining Scheduled Payments (subject to the right of holders of Notes on the relevant record date to receive excluding accrued interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant discounted to the preceding paragraphsdate of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 50 basis points, together with, in each case, accrued interest on the principal amount of the Notes to be redeemed to the date of redemption. The redemption price shall be calculated by the Independent Investment Banker, and the Issuer, the Trustee and any Paying Agent shall be entitled to rely on such calculation. Notice of any redemption upon any such Equity Offering may be given prior to the completion thereof, and any redemption of Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interestmay, if any, on the Notes redeemed, to (but not including) so provided in the applicable date of redemptionredemp- tion notice, if redeemed during the 12-month period beginning on May 15 of the years indicated below, be made subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedentprecedent including, but not lim- ited to, completion of the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Equity Offering.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture
Optional Redemption. (a) At The 2023 Notes are redeemable at the Company’s election, in whole or in part at any time prior to May 15upon not less than 30 nor more than 60 days’ notice, 2024, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided thatgreater of:
(1i) at least the lesser of (a) 50100% of the aggregate principal amount of the Notes to be redeemed, or
(ii) as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount portion of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence such payments of each such redemption (except interest accrued to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of redemption) discounted to the closing redemption date on a semiannual basis (assuming a 360-day year consisting of such Equity Offeringtwelve 30-day months) at the Adjusted Treasury Rate, plus 40 basis points, plus, in either of the above cases, accrued and unpaid interest (including Additional Interest, if any) to the date of redemption on the Notes to be redeemed.
(b) At any time prior to May 15, 2024In the event of a redemption of fewer than all of the 2023 Notes, the Issuer may on any one or more occasions redeem all or a portion of Trustee shall select the 2023 Notes at a redemption price equal to 100% be redeemed in compliance with the requirements of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interestnational securities exchange, if any, on the which such Notes redeemedare listed, to (but or if such Notes are not including) the date of redemption, subject to the rights of Holders of Notes then listed on a relevant record date to receive interest due national securities exchange, on an Interest Payment Date occurring on a pro rata basis, by lot or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, other manner as the Issuer Trustee shall deem fair and appropriate. The Notes shall be redeemable in whole or such other Person, in part upon notice given not less than 30 nor more than 60 days following such purchase pursuant days’ prior written notice, mailed by first class mail to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, Holder’s last address as it shall appear on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived register maintained by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders Registrar of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs On and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption priceafter any Redemption Date, interest will shall cease to accrue on the Notes or portions thereof called for redemption on unless the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time Company shall fail to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or redeem any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedNote.
Appears in 1 contract
Sources: Indenture (QVC Inc)
Optional Redemption. (a) At any time prior to May 15October 1, 20242027, the Issuer Issuers may on any one redeem the Notes in whole or in part, at their option, upon not less than 10 nor more occasions redeem up than 60 days’ prior notice, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on expressed as a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% percentage of the principal amount of the Notes to be redeemed, ) equal to 100.000% plus the relevant Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemedto but excluding, to (but not including) the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date.
(cb) At any timetime and from time to time prior to October 1, 2027, the Issuers may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in connection with any offer to purchase the Notes (including pursuant Register, redeem up to a Change 40.0% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in the original aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, issued under this Indenture on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any (together with Additional Notes, at its option, from time to time ) at a redemption price equal to 103% (expressed as a percentage of the aggregate principal amount of the Notes to be redeemed) equal to 108.250%, plus accrued and unpaid interest, if any, to (but not including) excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Issuers of one or more Equity Offerings of the Issuers; provided that not less than 50.0% of the original aggregate principal amount of then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Issuers or any of their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided further that each such redemption occurs not later than 180 days after the date falling on or prior of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the redemption date)manner described under Sections 5.1 through 5.6.
(ec) Except pursuant to the preceding paragraphsclauses (a) and (b) of this Section 5.7 or pursuant to Section 5.9, the Notes will not be redeemable at the Issuer’s Issuers’ option prior to May 15October 1, 20242027.
(fd) On At any time and from time to time on or after May 15October 1, 20242027, the Issuer Issuers may on any one redeem the Notes, in whole or in part, upon not less than 10 nor more occasions redeem all or than 60 days’ prior notice, with a portion copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on October 1 of each of the years indicated in the table below: 2027 104.125 % 2028 102.063 % 2029 and thereafter 100.000 %
(e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuers, or any third party making such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuers or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on the Notes redeemedthereon, to (but not including) the applicable date of redemptionexcluding, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date redemption.
(to the extent such redemption date occurs and as such date may be extended or delayed). f) Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this Section 5.7 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedprovisions of Sections 5.1 through 5.6.
Appears in 1 contract
Sources: Indenture (Windstream Parent, Inc.)
Optional Redemption. (a) At any time prior to May March 15, 20242021, the Issuer Issuers may on any one or more occasions redeem up to 4035% of the aggregate principal amount of the Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750106.500% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) excluding, the date of redemption (the “Redemption Date”), subject to the right of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring that is on or prior to the redemption date)Redemption Date, with in an amount not to exceed the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1A) at least the lesser of (a) 5065% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notesheld by CNX Midstream and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2B) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May March 15, 20242021, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemedthereof, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on to, but excluding, the Notes redeemed, to Redemption Date (but not including) the date of redemption, subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption dateRedemption Date).
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(f) On or after May March 15, 20242021, the Issuer Issuers may on any one or more occasions redeem all or a portion part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable Redemption Date (subject to the right of Holders of record on the relevant record date of redemptionto receive interest due on an Interest Payment Date that is on or prior to the Redemption Date), if redeemed during the 12twelve-month period beginning on May March 15 of the years indicated below: Year Percentage 2021 104.875 % 2022 103.250 % 2023 101.625 % 2024 and thereafter 100.000 %
(d) In the event that Holders of not less than 90% of the aggregate principal amount of the outstanding Notes accept a Change of Control Offer or Alternate Offer and CNX Midstream purchases all of the Notes held by such Holders, CNX Midstream will have the right, upon not less than 15 nor more than 60 days’ prior notice, given not more than 30 days following the purchase pursuant to the Change of Control Offer or Alternate Offer, to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Payment or Alternate Offer price, as applicable, plus, to the extent not included in the Change of Control Payment or Alternate Offer price, as applicable, accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the rights right of the Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring that is on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %Redemption Date).
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults Issuers default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At The Notes may be redeemed, in whole or in part, at any time prior to May 15November 1, 20242012, at the option of the Issuer may on any one or upon not less than 30 nor more occasions redeem up than 60 days notice mailed by first-class mail to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes Holder’s registered address at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest and any Additional Interest, if any, on to the Notes redeemed, to applicable Redemption Date (but not including) the date of redemption, subject to the rights right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate).
(cb) At any timetime prior to November 1, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2012, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed entitled on any one or more occasions to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1035% of the aggregate principal amount of Notes issued under the Notes, including Indenture (which includes any Additional Notes, at its option, from time to time ) at a redemption price equal Redemption Price of 111.375% of the principal amount thereof, plus accrued and unpaid interest thereon, to 103the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date), with the net cash proceeds of one or more Equity Offerings of the Issuer (or of any Parent to the extent such proceeds are contributed to the equity capital of the Issuer, other than in the form of Disqualified Stock); provided that (1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (which includes any Additional Notes) remains outstanding immediately after the occurrence of such redemption (excluding Notes redeemed, plus accrued held by the Issuer and unpaid interest, if any, to its Subsidiaries) and (but not including2) such redemption occurs within 90 days of the redemption date (subject to of the right closing of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)such Equity Offering.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fc) On or after May 15November 1, 20242012, the Issuer may on any one or more occasions shall be entitled to redeem all or a portion part of the Notes Notes, at the redemption prices Redemption Prices (expressed as percentages of principal amount) set forth below, below plus accrued and unpaid interestinterest and Additional Interest, if any, thereon, to the applicable Redemption Date (subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date), if redeemed during the 12twelve-month period beginning on May 15 November 1 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2012 105.688% 2025 101.188 % 2026 2013 and thereafter 100.000 100.000%
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day).
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Headwaters Inc)
Optional Redemption. (a) Except pursuant to the following paragraphs and as set forth in Section 4.14(e) of the Indenture, the Notes will not be redeemable at the Company’s option.
(b) At any time prior to May 15June 1, 20242023, the Issuer Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a redemption price equal to 104.750106.375% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the date of redemption (subject to the right rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or prior to the redemption dateDate), with an amount of cash not greater than the net cash proceeds of any one or more Equity OfferingOfferings; provided that:
(1i) at least the lesser of (a) 5060% of the aggregate principal amount of the Notes (including any Additional Notes, if any) then outstanding or originally issued under the Indenture (b) $600.0 million aggregate principal amount of excluding Notes held by the Notes (including any Additional NotesCompany and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2ii) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(bc) At any time prior to May 15June 1, 20242023, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Interest Payment Date.
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the Issuer’s option prior to May 15, 2024.
(fd) On or after May 15June 1, 20242023, the Issuer Company may on any one or more occasions redeem all or a portion part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemedto, to (but not including) , the applicable date of redemption, if redeemed during the 12twelve-month period beginning on May 15 June 1 of the years indicated below, subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an the relevant Interest Payment Date occurring on or prior to Date: 2023 103.188% 2024 101.594% 2025 and thereafter 100.000% Unless the Company defaults in the payment of the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to price, or the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur precedent and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have are not been met by providing notice to satisfied, the Holders of the Notes. Notes called for redemption will become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, payable and interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Sources: Indenture (Oasis Petroleum Inc.)
Optional Redemption. (a) At any time prior to May March 15, 20242026, the Issuer may on any one redeem the Notes in whole or in part, at their option, upon not less than 10 nor more occasions redeem up than 60 days’ prior notice, with a copy to 40% of the aggregate principal amount Trustee, to each Holder of Notes (calculated after giving effect to the issuance address of any Additional Notes) issued under this Indenture such Holder appearing in the Notes Register, at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on expressed as a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date), with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% percentage of the principal amount of the Notes to be redeemed, ) equal to 100.000% plus the relevant Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interest, if any, on the Notes redeemedto but excluding, to (but not including) the date of redemptionredemption (the “Redemption Date”), subject to the rights of Holders of Notes on a the relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption relevant interest payment date.
(cb) At any timetime and from time to time prior to March 15, 2026, the Issuer may, on one or more occasions, upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in connection with any offer to purchase the Notes (including pursuant Register, redeem up to a Change 40.0% of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in the original aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, issued under this Indenture on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any (together with Additional Notes, at its option, from time to time ) at a redemption price equal to 103% (expressed as a percentage of the aggregate principal amount of the Notes to be redeemed) equal to 108.625%, plus accrued and unpaid interest, if any, to (but not including) excluding, the redemption date (applicable Redemption Date, subject to the right of holders Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds received by the Issuer of one or more Equity Offerings of the Issuer; provided that not less than 50.0% of the original aggregate principal amount of the then-outstanding Notes issued under this Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Issuer or any of their Restricted Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided further that each such redemption occurs not later than 180 days after the date falling on or prior of closing of the related Equity Offering. The Trustee shall select the Notes to be purchased in the redemption date)manner described under Sections 5.1 through 5.6.
(ec) Except pursuant to the preceding paragraphsclauses (a) and (b) of this Section 5.7, the Notes will not be redeemable at the Issuer’s option prior to May March 15, 20242026.
(fd) On At any time and from time to time on or after May March 15, 20242026, the Issuer may on any one redeem the Notes, in whole or in part, upon not less than 10 nor more occasions redeem all or than 60 days’ prior notice, with a portion copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve‑month period beginning on March 15 of each of the years indicated in the table below: 2026 104.313 % 2027 102.156 % 2028 and thereafter 100.000 %
(e) Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Collateral Asset Disposition Offer or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender and do not validly withdraw such Notes in such tender offer and the Issuer, or any third party making such tender offer in lieu of the Issuer, purchases all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party shall have the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder (excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment, accrued and unpaid interest, if any, on the Notes redeemedthereon, to (but not including) the applicable date of redemptionexcluding, if redeemed during the 12-month period beginning on May 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 % 2025 101.188 % 2026 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date redemption.
(to the extent such redemption date occurs and as such date may be extended or delayed). f) Unless the Issuer defaults default in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hg) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this Section 5.7 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedprovisions of Section 5.1 through 5.6.
Appears in 1 contract
Optional Redemption. (a) At any time and from time to time prior to May April 15, 20242018, the Issuer may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture at a redemption price equal to 104.750% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemedin whole or in part, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date)at its option, with the cash proceeds of any Equity Offering; provided that:
(1) at least the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At any time prior to May 15, 2024, the Issuer may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, redeemed plus the Applicable Premium as of the date of the redemption noticePremium, and plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) excluding the date of redemption, subject to redemption (the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date“Redemption Date”).
(cb) At any timetime and from time to time prior to April 15, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer2018, the Issuer or such other Personmay, upon notice given not more than 60 days following such purchase pursuant to such offerat its option, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1035% of the aggregate principal amount of the Notes, Notes issued under the Indenture (including any Additional NotesNotes issued after the Issue Date), at its option, from time to time at a redemption price equal to 103108.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interestinterest to, if anybut excluding, to the Redemption Date, with the net cash proceeds received by, or contributed to, the Issuer from any Equity Offering; provided that (but not including1) in each case the redemption date takes place not later than 180 days after the closing of the related Equity Offering, and (subject 2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes issued after the Issue Date) remains outstanding immediately thereafter (excluding Notes held by the Issuer or any of its Restricted Subsidiaries). The Trustee shall select the Notes to be redeemed in the right manner described under Sections 5.1 through 5.6 of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date)Indenture.
(ec) Except pursuant to the preceding paragraphsclauses (a) and (b) of this paragraph 6, the Notes will not be redeemable at the Issuer’s option prior to May April 15, 20242018.
(fd) On or At any time and from time to time on and after May April 15, 20242018, the Issuer may on any one redeem the Notes in whole or more occasions redeem all or in part, at its option, at a portion redemption price equal to the percentage of principal amount of the Notes at the redemption prices (expressed as percentages of principal amount) redeemed set forth below, below plus accrued and unpaid interest, if any, on the Notes redeemed, to (to, but not including) excluding, the applicable date of redemptionRedemption Date, if redeemed during the 12twelve-month period beginning on May April 15 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2018 106.656 % 2025 101.188 2019 104.438 % 2026 and thereafter 2020 100.000 %
(ge) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Redemption Date.
(hf) The Issuer or its Affiliates may at any time and from time Any redemption pursuant to time purchase Notes. Any such purchases may this paragraph 6 shall be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To provisions of Sections 5.1 through 5.6 of the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminatedIndenture.
Appears in 1 contract
Sources: Indenture (Surgery Partners, Inc.)
Optional Redemption. (a) At any time prior to May April 15, 20242020, the Issuer Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this the Indenture at a the redemption price equal to 104.750of 110.250% of the principal amount of Notes redeemed, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption (subject to the right of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date), with the net cash proceeds of any an Equity Offering; provided that:
(1) at least the lesser of (a) 5060% of the aggregate principal amount of Notes issued under the Notes Indenture (including any Additional Notes) then outstanding , but excluding notes held by the Company, any direct or (b) $600.0 million aggregate principal amount indirect parent of the Notes (including Company or any Additional Notesof the Company’s Subsidiaries) remains remain outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture)redemption; and
(2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.
(b) At In addition, at any time prior to May April 15, 20242020, the Issuer Company may on any one or more occasions redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption noticeof, and accrued and unpaid interestinterest to, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer The Company will have the right to purchase redeem the Notes (including at 101% of the principal amount thereof following the consummation of a Change of Control if at least 90% of the Notes outstanding prior to such consummation are purchased pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant with respect to such offer, may redeem all Change of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offerControl.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 10% of the aggregate principal amount of the Notes, including any Additional Notes, at its option, from time to time at a redemption price equal to 103% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to (but not including) the redemption date (subject to the right of holders of Notes on the relevant record date to receive interest due on the relevant interest payment date falling on or prior to the redemption date).
(e) Except pursuant to the preceding paragraphs, the Notes will not be redeemable at the IssuerCompany’s option prior to May April 15, 20242020.
(fe) On or after May April 15, 20242020, the Issuer Company may on any one or more occasions redeem all or a portion of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the applicable date of redemption, if redeemed during the 12-month period beginning on May April 15 of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2020 105.125 % 2025 101.188 2021 102.563 % 2026 2022 and thereafter 100.000 %
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. % In connection with any redemption of Notes made pursuant to this Section 3.07(including with net cash proceeds of an Equity Offering), any such redemption may, at the IssuerCompany’s discretion, be performed by another Person and be subject to one or more conditions precedent, including, but not limited to, consummation of any related Equity Offering, consummation of a Change of Control or consummation of a refinancing of any Indebtedness. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, the related such notice of redemption shall state that, in the IssuerCompany’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer Company in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer Company in its sole discretion) by the redemption date, or by the redemption date so delayed delayed. If any such condition precedent has not been satisfied, the Company shall provide written notice to the Trustee prior to the close of business one (which may exceed 60 days from 1) Business Day prior to the date redemption date. Upon receipt, the Trustee shall provide such notice to each Holder of the redemption notice Notes in such case). Such the same manner in which the notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed)was given. Unless the Issuer Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)date.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
Appears in 1 contract
Optional Redemption. (a) At any time prior to May 15April 1, 20242018, the Issuer may may, at its option and on any one or more occasions redeem up to 40% all or a part of the aggregate principal amount Notes, upon notice as described under Section 3.03 of Notes (calculated after giving effect to the issuance of any Additional Notes) issued under this Indenture Indenture, at a redemption price equal to 104.750the sum of (i) 100.0% of the principal amount of the Notes redeemed, plus (ii) the Applicable Premium as of the Redemption Date plus (iii) accrued and unpaid interest, if any, on to the Notes redeemedRedemption Date, to (but not including) the date of redemption (subject to the right of Holders of Notes record on a the relevant record date Record Date to receive interest due on an the relevant Interest Payment Date occurring on Date. Notice of any redemption, whether in connection with an Equity Offering or otherwise, may be given prior to the completion thereof, and any such redemption date)or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, if in connection with the cash proceeds of any an Equity Offering; provided that:
(1) at least , the lesser of (a) 50% of the aggregate principal amount of the Notes (including any Additional Notes) then outstanding or (b) $600.0 million aggregate principal amount of the Notes (including any Additional Notes) remains outstanding immediately after the occurrence of each such redemption (except to the extent otherwise repurchased or redeemed in accordance with the terms of this Indenture); and
(2) the redemption occurs within 180 days of the date of the closing completion of such Equity Offering.
(b) At any time prior to May 15April 1, 20242018, the Issuer may may, at its option and on any one or more occasions occasions, redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of the date of the redemption notice, and accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date.
(c) At any time, in connection with any offer to purchase the Notes (including pursuant to a Change of Control Offer, Alternate Offer or Asset Sale Offer), if Holders of at least 90% in aggregate principal amount of the Notes outstanding tender such Notes in such offer, the Issuer or such other Person, upon notice given not more than 60 days following such purchase pursuant to such offer, may redeem all of the remaining Notes at a price in cash equal to the price offered to each Holder in such prior offer, plus, to the extent not included in the prior offer payment, accrued and unpaid interest, if any, on the Notes redeemed, to (but not including) the date of redemption, subject to the rights of Holders of Notes on a relevant record date to receive interest due on an Interest Payment Date occurring on or prior to the redemption date. In determining whether the Holders of at least 90% in aggregate principal amount of the outstanding Notes have validly tendered and not validly withdrawn Notes in an offer, Notes owned by an Affiliate of the Issuer or by funds controlled or managed by any Affiliate of the Issuer, or any successor thereof, shall be deemed to be outstanding for the purposes of such offer.
(d) Prior to May 15, 2024, the Issuer may redeem during each calendar year commencing with the calendar year in which the Issue Date occurs up to 1040.0% of the aggregate principal amount of Notes (including Additional Notes issued after the NotesIssue Date) with the aggregate principal amount of Notes to be redeemed (the “Equity Offering Redemption Amount”) not to exceed an amount equal to the aggregate gross proceeds from one or more Equity Offerings, including any Additional Notes, at its option, from time to time at a redemption price equal to 103the sum of (i) 104.125% of the aggregate principal amount of the Notes redeemedthereof, plus (ii) accrued and unpaid interest, if any, to (but not including) the redemption date (of redemption, subject to the right of holders Holders of Notes record on the relevant record date Record Date to receive interest due on the relevant interest payment Interest Payment Date; provided, that (a) at least 50.0% of the aggregate principal amount of Notes originally issued under the Indenture on the Issue Date and any Additional Notes issued under the Indenture after the Issue Date (excluding notes held by the Issuer and its Subsidiaries) remains outstanding immediately after the occurrence of each such redemption; and (b) each such redemption occurs within 180 days of the date falling on of closing of each such Equity Offering; provided, further, that an amount equal to or prior exceeding the applicable Equity Offering Redemption Amount shall be received by, or contributed to the redemption date)capital of, the Issuer or any Restricted Subsidiary.
(ec) Except pursuant to clause (a) or (b) of Section 3.07 of the preceding paragraphsIndenture, the Notes will not be redeemable at the Issuer’s option prior to May 15April 1, 20242018.
(fd) On or and after May 15April 1, 20242018, the Issuer may may, at its option redeem the Notes, in whole or in part, on any one or more occasions redeem all or a portion occasions, upon notice in accordance with Section 3.03 of the Notes Indenture, at the redemption prices (expressed as percentages of principal amountamount of the Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to the Redemption Date, subject to the right of Holders of record on the Notes redeemed, relevant Record Date to (but not including) receive interest due on the applicable date of redemptionrelevant Interest Payment Date, if redeemed during the 12twelve-month period beginning on May 15 April 1 of each of the years indicated below, subject to the rights of Holders of Notes on a relevant record date to receive interest on an Interest Payment Date occurring on or prior to the redemption date: 2024 102.375 2018 103.09375% 2025 101.188 2019 101.03125% 2026 2020 and thereafter 100.000 100.000%
(ge) Any redemption pursuant to this Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof. In connection with any redemption of Notes made pursuant to this Section 3.07, any such redemption may, at the Issuer’s discretion, be performed by another Person and be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, the related notice of redemption shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be modified or rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed (which may exceed 60 days from the date of the redemption notice in such case). Such notice of redemption may be extended if such conditions precedent have not been met by providing notice to the Holders of the Notes. Notes called for redemption become due on the applicable redemption date (to the extent such redemption date occurs and as such date may be extended or delayed). Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date (whether or not a Business Day)Indenture.
(h) The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market or privately negotiated transactions with third parties or pursuant to one or more tender or exchange offers or otherwise, upon such terms and at such prices as well as with such consideration as the Issuer or any such Affiliates may determine. To the extent Notes are purchased or otherwise acquired by the Issuer, such Notes may be canceled and all obligations thereunder terminated.
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